Death is Only the Beginning
by FrivolousThoughts
Summary: After going through hell to protect his family only for himself to succumb to a brutal death at the hands of his worst enemy Peter Parker is now stranded on an alternate Earth, with no way back and new allies around every corner can he come to terms with his death and move on from a world that has forgotten about him or will his emotions along with new threats destroy who he is?
1. A Second Chance

**Okay so this is a story about what could happen after Peter Parker of the Ultimate Universe tragically dies, personally I don't think it's fair to kill him off just like that and I would have much rather seen someone else die but I'm not going to name names *cough* Captain America *cough*... kidding I love Captain America but I'm just a bigger Spidey fan, always have been and always will be.**

**Before we get into this I just want to clarify that I've had this idea on my mind for a while now and I'm sure it's been thought of before but I just wanted to try my hand at it.**

**Now I was planning to do this as a full fledged story but it could work as a one-shot just to cement that Peter has a life after his death, so I've submitted this chapter for you to read and tell me whether or not you think I should continue and if so don't be shy to throw some ideas my way as I could use the help as it is. I've done my research on both the Ultimate Spider-Man comics and the Justice League cartoon and I will try my best to be as accurate as possible but just try to head in with an open mind and read where it takes you.**

**Now that that's out of the way please have a read and give me some feedback and let me know what you think :)**

**Author's Note: Just thought I'd say it obviously takes place after Peter's death and for the League it takes place after the last season ever aired, so the last episode was 'Destroyer' so this picks up about a couple of months or so after that.**

**Disclaimer: I do not own Ultimate Spider-Man or Justice League Unlimited in any way.**

* * *

**A Second Chance**

Another time, another place…

The last thing he remembered was lying limp in his Aunt's arms desperately gripping to her jacket, telling her that it was okay… that he did it. He couldn't save Uncle Ben but he did it, he saved them. But that was like seconds ago, so why did he feel as though they were distant memories? He couldn't explain it but he felt weird, he didn't feel as though anything was wrong when in actuality the place he was in seemed calm. But he just felt weird, where was he anyway?

He gently looked around moving his gaze to turn in every direction his neck would allow him, he saw nothing. Well not nothing, everything was white. And he seemed to be floating too which was new for him.

"So I am dead, huh" the young spikey haired man managed to talk still with such a comical twist in his voice even in light of recent events.

"I was hoping that I dreamt all that up in this stupid imagination of mine, but then again when have I thought of anything that dark?" though the voice was indeed his it sounded… different. It was the same at the heart of it but it did indeed sound older.

How long had he been here? He carefully averted his sight from his white surroundings and cast it down towards his frame, something had indeed happened to him. He seemed taller and more filled out in regards to his musculature status, but something else caught his attention too. His costume was still torn and ripped in various places, some of it was charred beyond repair and most of it was soaked in blood. And from his unpleasant memories it was most likely his own blood he was coated in, he still couldn't believe how little persuading it took to get himself to take the bullet for Captain America… stupid brain.

While most of it was initial instinct and reflexes and he also couldn't discount the fact that his spider-sense was working overtime there was still a voice at the back of his head questioning why he had to throw himself into harm's way for this man.

"Aw who am I kidding, I'm just a boy scout at heart. He's just lucky I happened to be a huge Captain America fan as a kid" the brown haired boy laughed as he just floated there waiting for something to happen.

But eventually the laughter came to an end as a choke escaped his throat, this was it wasn't it? He really was never going to see any of them ever again. No more MJ or Aunt May, he was never going to be able to laugh in the faces of criminals as he defied reason and took them down with a smile coupled with a witty insult. No more Spider-Man.

A presence made itself known as the place he was in started to shake, a small circular hole in the middle of what appeared to be a floor suddenly popped up out of thin air. The boy was wondering what was going to happen to him until a figure rose from the hole in the floor, presumably standing on a platform.

As the figure came into full view the hazel eyed kid could not take his eyes off of certain… aspect of this person.

"Do not be afraid Peter Parker for this is not the end, it is a pleasure to finally meet you as I have been watching you your entire life. Even before that genetically altered spider wandered onto your hand and gifted you with the power to help others" the booming voice echoed through the seemingly never ending space as Peter snapped out of his daze hearing what he had just said.

"Gifted? Gifted! It didn't gift me! It destroyed my life man! What kind of teenager bleeds out after taking a gunshot that wasn't even intended for him?! I couldn't even get to a hospital because of those stupid freaks trying to harm my friends… my family; I gave it my all and saved everyone but myself. How is that even remotely fair?" Peter screamed absolutely furious about the events that he had experienced, he was dangerously close to the point of tears but managed to hold them in.

"Please Peter; do not take out your frustration on me for it was not my doing. You were always destined for this path, but it was the choices you made that defined your actions. You are right; you valiantly saved the life of a patriot. A man that is a symbol to many Americans but also known worldwide as a beacon of freedom, after that you could have just made your way to a hospital and had your wounds treated. But let me ask you this, what do you think would have happened to your friends and family in your absence?" the impossibly tall man questioned with the ever booming but also calm voice he used earlier.

"I… Johnny- a-and… they would have…" Peter couldn't find the words to finish his sentence as he too knew it was pointless to argue.

"Exactly… while strong in their own merits they would have surely been killed in the battle had you not been there to protect them, your remaining family and friends would have been killed due to your own selfish actions. This is a pinnacle point in your life that was to decide whether or not you would be remembered as the greatest hero of all or whether you would be feared among the people as you let your rage and anger consume you. Being driven by vengeance you would resort to killing those that even dared to sort harm on your loved ones, eventually you would be hunted by the very heroes you worked with so hard to protect the planet… in short your life would have been meek and filled with despair" the man gave him a lengthy speech about what could have been. It was safe to say that Peter didn't like one bit of it.

"Well now that you put it like that… but I do have a couple of questions to ask you" Peter seemed to calm down quite a bit not letting his anger get the best of him.

The giant in the white cloak simply nodded in response.

"Who are you and what's going to happen to me now?" Peter wasn't sure he wanted to know the answer to the latter of the two but his curiosity seemed to get the better of him.

"I am the Watcher known as Uatu, a being that monitor's any and all Earth realities that can, did, do and will exist. In regards to what is going to happen to you they have decided to grant you a second life" the Watcher with the unusual name said his expression not altering even slightly.

"Wait! Let's rewind for a second, you mean I can go back just like that? I'll be able to see everyone again?!" Peter couldn't help but let a full on beaming smile grace his tired features as he began to think about the possibility of him returning to the land of the living.

"Unfortunately not, another young man has took on the mantle of Spider-Man on your Earth so you cannot exist there anymore" the Watcher said back instantly shattering Peter's hopes of going back.

"Are you saying that not even a day after I died some wannabe kid goes dressing up as Spider-Man and denies me to be reunited with my family?" Peter spat venomously his face contorting into a twist of anger.

"You are correct, although it hasn't been a day. Have you not yet noticed the changes in your physical stature and features? Peter, it has been three years since the death of the original Spider-Man on Earth-1610" Uatu finished looking at the young man indifferently.

"So I've been dead for three years, during which some punk kid has stolen my identity and now you're just gonna throw right into the middle of some alternate reality that I know nothing about?" Peter was still fuming; he couldn't believe what he was hearing! This had to be a nightmare.

"Your statement is correct although the 'punk kid' you so affectionately called him has earned the right to be called Spider-Man in your three year absence. You cannot go back because two Spider-Men cannot exist in the same universe at one time, besides I believe if you could see him now you'd be proud of what he did with your legacy" the Watcher said to the young abruptly turned nineteen year old.

"Gee you'd think that wouldn't you" Peter folded his arms and turned his head away from the Watcher unbeknownst to the comical action he had just performed.

"Do not be so bitter Peter; after all it is not in your nature. You've been waiting here in this purgatory as it were for three years while they have carefully selected an appropriate Earth for you to live out the rest of your days in" Uatu carefully explained what was going to happen to young Peter.

"Wait, you keep referring to someone as 'they' or 'we'. Who do you keep talking about?" Peter was now facing Uatu again his full attention now on the mysterious being.

"Why the Gods of course, they are the ones who decided you were worthy enough for a second chance at life. They have chosen an Earth that although is close to your Earth in some regards in others it vastly differentiates, it contains heroes just like in your world although completely different but none like you. It will be your destiny to establish yourself in this new universe as a hero, a hero like no other. The Spider-Man of Earth-12" after the being finished his speech he turned towards a bright light that had lit the place up, he motioned for Peter to follow him.

Peter suddenly realized that he could move now, he couldn't walk or even spin a web. All he could do was float. Peter suddenly shot a look to his wrists and quickly pulled his gloves up, he thought they felt weird.

His web-shooters had been melted in the fight with the Goblin; he would have to rebuild them from scratch all over again. But this could be an opportunity to redesign his gauntlets with maybe a slimmer more urban look. He would have to think about that later as the ideas were pushed aside by the thoughts and images of his loved ones flashing through his mind.

He quickly floated over to the Watcher trying to catch up to him as he needed to ask him another question.

"But I-I… how can you possibly expect me to j-just forget about them, just move on like that. I don't think I can do it" Peter said almost choking up once more.

The Watcher slowly turned to Peter and did something he hadn't done the entire time they had talked, he smiled.

"Peter I don't expect you to just forget about them and move on, I wouldn't expect anybody to just move on and let go just like that. It would be inhuman, against your very nature. But I do expect you to adapt Peter, just like you have done your entire life. Remember that your powers give you the ability to help people for the greater good; it wouldn't be very heroic if you just spent the rest of your life moping in constant despair. That would be very unlike Spider-Man, would it not?" Uatu said as he held out his arm guiding Peter towards the bright light.

Peter just floated towards it bracing himself for this new life in this alien universe, Uatu's words barely registered even with his super human senses.

"But please remember Peter; remember what a good man told you. The very words that drove you to become the man you are today… with great power…" the Watcher trailed off as soon as Peter spoke up.

"… There must also come great responsibility… thank you for reminding me" Peter thanked as he slowly passed through the light as though it were a portal of sorts and in the blink of an eye he was gone.

The Watcher turned from the spot the portal had appeared in and walked towards an assortment of screens that appeared out of thin air. With a wave of his hand one of the larger screens switched the image of a red and blue young man falling from the sky.

"Maybe I should have been more precise with the placement of the portal; hopefully the fall won't kill him. His life is his to lead once more but know this young Peter, you will make great allies in this world and lead a fulfilling life if you make the right choices… for I will always be watching" The Watcher finished as though he was actually talking to Peter himself. But whatever the case he was right, it was Peter's choices that defined his past life and will define his new one. He's on his own… for the time being that is.

* * *

Earth-12- Metropolis- Morning

The illustrious clear blue skies over the city of Metropolis were suddenly interrupted by a loud crack in the atmosphere; the ground shook as though an earthquake was levelling the entire area. A dark grey spread from the otherworldly crack and began polluting the calm air above Metropolis; lighting seemed to be flashing in and out of this sudden crack in the sky.

Without warning a small red and blue dot fell from the crack and began a free-fall to the skyline below, upon closer inspection this dot appeared to be a young man with wild messy brown hair and he seemed to be falling pretty fast.

On instinct he stuck out his arm aiming for one of the many skyscrapers that littered the area and pressed his two middle fingers down to the palm of his hand, when nothing happened though he seemed to panic.

"Oh man! I can't believe I forgot about my web-shooters!" Peter screamed on his decent as he was nearing closer to the skyline of the city.

Just as he was about to figure out what he should do his fast travelling frame suddenly came to an abrupt stop, it seemed he noticed every building except one. The one directly placed below him. Peter ducked and rolled on impact with the surface but soon found himself rolling off of the edge of this building, using his enhanced reflexes and getting a little buzz in the old noggin' he flung out his arm and managed to use his finger tips to stick to the surface.

"I can't believe I survived that fall, it must have been what… 20 stories? Maybe my powers have grown in the three years I've been… dead" Peter didn't like using that word but it was true, back on his Earth he was dead and gone.

After getting himself onto the flattest surface of the building he realized why he almost fell after that short roll, he was standing on a giant golden sphere.

Feeling a little curious he crawled over the edge of the sphere and read the rotating words that surrounded what he thought to be a golden planet Earth; the words read the Daily Planet.

"The Daily Planet, huh? Wonder if they got any job openings" Peter snickered as he joked to himself, it would take years to get over what had happened to him and all the lame jokes in the world to cheer him up. Well there's no time like the present to start.

Daily Planet- Perry White's Office

"Did you feel that?" the Editor-in-Chief of the Daily Planet managed to regain his balance after stumbling and knocking over an unsuspecting water cooler.

"Feel it? I bet all of Metropolis felt that, what was that? An earthquake of some kind" a young woman with pitch black hair replied desperately holding onto the nearest source of leverage.

"Uh… Lois? You can let go now" a tall man in a navy blue suit doubled with a pair of glasses said holding Lois Lane up.

"Oh yeah, sorry about that Clark" the female reporter said quickly regaining her composure and standing up straight.

"Well that's alright Lois but I don't think that was an earthquake, did nobody else see the lightning and hear the thunder?" Clark Kent said as he motioned towards the window.

The two others in the room looked at Clark and instantly ran to the window trying to see what all of the noise and light shows were about. During which nobody noticed Clark slip out of the room and move through the entire floor towards the flight of stairs that lead to the roof.

He had in fact heard the point of the storm and realized just how close it was, so close in fact the noise originated from somewhere above the building. Running up the stairs Clark decided to change into something a little more appropriate for the situation and with lightning speed was already in his trademark red and blue suit.

Superman opened the door to the roof and walked out realizing the sky was returning to normal again.

"Whatever it was, it must have passed" Superman said as he began looking around the roof trying to see if he could find anything connected to the recent event. He seemed to fail to notice a young man watching his every move from a higher vantage point.

"Uh excuse me? Can I help you?" Peter said as he was staring as at this man with a flowing red cape clad in a blue suit with a whopping big red and yellow 's' on his chest.

Superman heard the voice and slowly turned to where his super hearing had deduced the point of origin, he glanced up to see a young man sat on the side of the golden planet as though it were nothing. The boy seemed to have brown hair and brown eyes but they weren't the things that stood out the most. As well as his spider themed costume Superman noticed just how tired and beaten this boy looked, if he didn't know any better he would think he was just in the fight of his life.

"I don't know son, can you?" the Man of Steel said softly as he began slowly flying up to point where he was eye level with this mystery hero.

"I sure hope so, so you're a super hero huh? Thank God! For a second I thought I was gonna have to fight you which in my condition you probably would have wiped the floor with me" Peter joked laughing lightly as he couldn't help but notice how strong this guy looked. I mean he looked like he could take down the Hulk yet he looked human.

"I'm not here to hurt you, I'm here to help. You look like you've been in some fight…" Superman motioned awkwardly as he didn't yet know the boy's name.

"… Peter… Peter Parker" Peter said albeit reluctantly. He was in a new universe after all and this guy looked like he had America written all over him, if only Cap could see him.

"Tell me what happened to you Peter, I want to help you. I assume you had something to do with that storm" Superman stated. He was no idiot, he knew when something didn't belong and this boy being here didn't feel right.

"You're smarter than you look…" Peter copied what Superman did before not knowing his name.

"Just call me Superman; you're not from around here are you?" Superman said calmly noticing the young man's face twist in sadness as he said this.

"No man, I'm not. But I could really use a place to crash" Peter said as he hopped off of the giant planet and began walking under Superman and towards the ledge of the building they were on.

Superman slowly floated over to stand by his side; he noticed Peter seemed to be gazing at the city as though everything was new.

"Where am I?" Peter said not taking his brown eyes off of the clean cut city.

"You're in Metropolis Peter, but would you mind telling me how you got here and where you're from?" Superman questioned as Peter sighed.

"Where do I start…? I'm from New York City but… now this is gonna sound crazy but just hear me out, I'm from an alternate Earth… where I died" Peter said as he stared down hard at the ground.

Superman was completely taken by surprise; he had dealt with alternate realities when he and the Justice League had to fight the evil versions of themselves but this boy had died on his Earth and somehow ended up here. Superman was totally shocked; he had never dealt with anything like this.

"I'm sorry… judging by your costume I'm guessing you were a superhero on your Earth, I have to admit you have good taste in color. I'm quite partial to red and blue myself" Superman said desperately trying to lighten the mood.

Peter chuckled lightly and added his own to the joke, "Well it does bring out my eyes" Peter said batting his eye lashes in a comical manner.

Superman could only smile and laugh as he realized this boy had a sense of humor.

"So what did they call you on your Earth son?" Superman asked glancing to the black spider symbol on his chest.

"I'm Spider-Man" Peter said bringing up his red clad hand towards Superman.

"It's a pleasure to meet you Spider-Man" Superman said taking the gesture and shaking his hand firmly. Now he was the Man of Steel but he had to admit this young man had quite a grip.

"What do you say I introduce you to some friends that might be able to help you get your life back on track?" Superman said as he raised his hand and brought it to his ear.

Peter only raised his eyebrow at what he was doing when he noticed a tiny flashing thing in his ear; it must have been a communicator of some sort.

"Superman to Watchtower, J'onn come in" Superman said waiting for an answer on the opposite end.

"J'onn here Superman, what is the problem?" a calm voice came from the communicator.

"No problem here but could you set up the teleport for me and a guest" Superman said glancing over to Peter giving him a wink. Peter returned the gesture with a small smile.

"Is this wise Superman, you know what Batman said ab-" J'onn began but was completely cut off by Superman.

"J'onn I am absolutely sure about this, I have someone here that needs our help. And if Batman has a problem tell him to take it up with me" Superman said showing he trusted whoever this person was.

"Understood Superman, preparing for teleportation" J'onn said as he made the adjustments to the control panel.

"Okay, you better hold on Peter" Superman said as he remembered his first teleport. It didn't affect him as much as the others since he flew faster than sound on a daily bases but it did give one heck of a headache.

"Wait did he say tele- whoah!" Peter said as suddenly felt his body completely dematerialize.

* * *

Earth's Orbit- The Watchtower- Morning

When he opened his eyes he looked down to himself and realized wherever he was he made it there in one piece.

"That wasn't so bad was it?" Superman said as he began walking towards the green man in the blue cape behind a set of controls.

Peter didn't know what to do so he just kept to himself and glanced around trying to see just where he was. Everything was smooth and metallic colored with a gleaming white; he quickly assumed this must be a secret base for heroes or something like that. He turned around to notice the giant window and then it hit him where he was. It was space… he was actually in space; he could see this new Earth from the heavens as he slowly walked towards the beautiful view. He must have stared at it for at least ten minutes, Peter placed a gloved hand on the glass as if feeling for home but he was suddenly interrupted by a presence with a voice.

"Serene, isn't it? I remember the first time I gazed upon the beauty this world had to offer, I was alone and scared and so terribly far from home it almost killed me. But I found out I had another purpose, I may have lost my home but I found a new one just as quick with the help of friends I now hold dear to my heart. Do not worry young Peter, we are here to help you get through this" the green skinned man he quickly assumed to be J'onn placed a hand on his shoulder.

Peter was jaw dropped at the level of intensity this man spoke of, he just opened up his heart to a complete stranger and Peter quickly realized how much this man understood. Superman must have explained everything to him.

"I… uh, t-thanks… J'onn I assume?" Peter said almost feeling the tears pour out from his eyes.

"Yes my name is J'onn J'onzz, Peter Parker. Superman has informed me of your situation and I can empathize completely, although my situation is quite the opposite I too share your pain. If you think you are alone in this world then please remember that you are far from it" J'onn patted Peter's back gently then turned to face Superman and what appeared to be the rest of some sort of team.

It would seem Superman had called them up whilst they had exchanged words. Peter was lost for words; the heroes in this world seemed much more colourful than they did in his world. Well except for the one with the pointy ears.

"Roll call: Batman, Wonder Woman, Hawkgirl, Green Lantern, the Flash and you've already met me and Martian Manhunter. We're the Justice league Peter, we protect the Earth and everyone on it" Superman said introducing each and every one of them.

Peter glanced from hero to hero and decided to greet them, he shook each of their hands but when he reached Batman he quickly realized it wasn't going to happen.

"Everybody this is Peter Parker, or more appropriately Spider-Man" Superman said as he introduced the young man to the others. Peter smiled and gave a small wave in return.

In a quick motion the one called the Flash was by his side, "So Spider-Man huh? You do know you're supposed to have a mask on whilst doing the whole superhero thing right?" the Flash joked as he snickered whilst leaning on Peter's shoulder.

"Really? I thought something was off when I looked in the mirror this morning" Peter joked smirking slightly as the Flash smiled.

"Finally someone with a sense of humour, I'm telling you stick with me man and you'll be having fun in no time" the Scarlet Speedster said as he stood by Peter.

"It is a pleasure to meet you Peter; Superman has informed us of your current situation. It is most unfortunate what has happened to you but it would seem the Gods have deemed you worthy enough to have been given a second chance at life" Wonder Woman spoke softly of her beliefs to the young seemingly dead man.

"You know actually you're not far off the mark" Peter said as he smiled at her for her kind words.

"He can't stay here" a dark brooding tone split the exchange in two as the Batman made himself known.

Peter just stared at the Dark Knight puzzled but he also understood why he was so apprehensive.

"What do you mean Batman? You have heard what has happened to him, what are we supposed to do? Just throw him out onto the streets?" Hawkgirl said all the while holding her mace at her side.

Peter couldn't help but notice it, that thing looked like it packed a punch.

"And you believe his story just like that? It sounds a little hard to believe if you ask me, its decisions like these that can lead to our base being compromised. How do we know he's not some criminal trying to gain our trust and find out what he can about the League?" Batman said his tone not ever altering and his face remaining unreadable, well the part of his face that could be seen anyway.

"So I'm guessing you're the life of the party" Peter said in a mocking tone trying to lighten the mood.

The Flash started to laugh while the other just smiled at this sudden joke, nobody ever joked in front of Batman. Even the Flash was wise enough to do it behind his back but this new guy was bold enough to just do it to his face.

Batman remained indifferent as he turned to the members of the team, "The conference room… now" Batman said to the League as began walking away towards a set of metal white doors.

"We'll be back in a moment Peter, just make yourself comfortable and take a look around if you want to" Superman said as he began walking in the same direction Batman had left in, along with the other members.

"Later Pete" the Flash said as he blurred out of the observation deck following after the other heroes.

Peter just waved them off, he didn't know what to make of all this. At least he was in good hands, if he were on his own he didn't know what he would do. They all seemed to be a nice group of people but that Batman didn't seem like the trusting kind. Peter began whistling while he took a look around, but he didn't know where to start. He sprung from his spot on the floor and twisted in the air, after the acrobatic feat he landed on an upper deck and suddenly found a sign that said cafeteria.

"Jackpot! Man I'm hungry" Peter said as his stomach began rumbling.

He leaped through the door and landed on the nearest table, taking a look around he was glad the room was empty. It would have been kinda awkward had there been somebody occupying it; he quickly spotted something that caused him to beam. A sandwich machine, but something seemed different.

Taking a closer look he realized that the machine contained fully prepared burgers.

"Oh this is awesome! I can't believe they have something like this, who the heck funds all this?" Peter said as he leapt at the machine and pressed a small white button.

A burger slid out of a small slot in the bottom of the machine and Peter was already shoving it into his mouth like he hadn't eaten in… well years.

The Conference Room

Batman and the rest of the League members were already sat down around a gleaming white table, everything seemed to be white in this place. They all seemed to be discussing something.

"I don't know what the problem is, he seems like an okay guy" the Flash said as he was scratching his head. He couldn't figure out the fact as to why Batman was so suspicious of everyone.

"He's not being suspicious Flash, he's just being aware" J'onn said as he had picked up on Flash's thoughts.

"Hey, it freaks me out when you do that" Flash smiled as he mockingly told J'onn off.

"My apologies Flash, but he does have a point Batman. I have spoken to Peter about personal things and you don't need to be a telepath to be able to know that his intentions are not dark but… confused. I read his mind while we were talking, the conversation helped keep his mind occupied while I tried to find out why he is here" J'onn said much to the interest of the other heroes.

"So what did you find?" John Stewart aka Green Lantern asked curious about this boy's past.

"Everything… this young man has led a troubled life, everything he has done has been shunned or ignored or mistaken for acts of malice. In his world he has constantly been slandered by the press and even been apprehended by other heroes, he is just a misunderstood boy who tried to help people with his gifts" J'onn finished as the members of the League appeared to be saddened by this sudden information… everybody aside from Batman that is.

"Show us" Batman said sternly.

The League looked surprised and weren't sure how to respond to his sudden outburst.

"But Batman I-" J'onn tried replying but was quickly interrupted by an assertive detective.

"Show us every moment in his entire life up to the point of his so called death" Batman said not ever changing face.

The other members exchanged looks towards one another as they realized Batman was serious.

"Batman, are you sure?" J'onn said cautiously as he prepared to link with their minds.

"Show… us" Batman said losing his patience.

J'onn didn't hold back as he fully linked with each and every members mind showing them the turmoil's of Peter Parker's life as Spider-Man.

* * *

Images of battles and deaths flooded their thoughts as they looked on in shock, every wound he had ever sustained all the way to every friend he had ever lost had flashed through their minds leaving it's imprint. From the day of his parents deaths to the day he had gotten bitten by the spider and beyond to his Uncle's death at the hands of some thug with a gun was being shown, his entire life racing through as he was being shot at by police officers and beating criminals within an inch of their lives covered in a dark black suit right up until the point of his final moments on his Earth.

His spider-sense went wild as he spotted the Punisher taking aim at the Super Soldier stood on the bridge; he carelessly flung his body towards Captain America and took the bullet ultimately saving his life. A loud and then fiery explosion later and he's sprawled out under the rubble of the bridge blood leaking from the spot the bullet had entered. Thoughts raced through his mind as he cursed the day he was bitten by that spider, every movement was killing him as he struggled to stand on his feet and was wondering why anyone wasn't even helping him.

He dressed up the wound for the time being using his own webbing and was contemplating on how he was going to handle getting to a hospital. As he was about to swing away a group of figures flew above him without even noticing him, he just stood there and groaned to himself thinking how easy it would have been to just swing away to the nearest hospital. Instead he willed himself on and followed them to his house in Queens, feeling no need for his mask as they all knew what his name was and where he lived he took it off and confronted the group of five… monsters.

Seeing his two good friends and one of the five down for the count he stood at the end of the street as one of the four with wings flew at him screaming, Peter just shot a strand of webbing into his face and flung him over the next couple of houses.

"Who's…. next?" Peter struggled to talk as he held his side in excruciating pain.

The next thing Peter knew one of the remaining three had shot at him, he expertly dodged to the left and kicked open a fire hydrant while he had the chance. Using the water to his advantage he sprayed it towards the remaining three, two of them were out of the fight for a while as the biggest one which appeared to be made out of sand started thrashing his giant fists at Peter. While he managed to dodge the first strike he was hit by a second and third, the sand freak took the opportunity to try and drown Peter but he managed to shoot a web line out of the sand he was engulfed in and coughed any further sand he had in his lungs out of his system.

As his eyes were shut tightly due to the fact that they were full of sand Peter's spider-sense was blaring warning him of danger, unfortunately before he could react he was swiped across the back by the flying freak and sent hurtling over a car. Trying to catch his breath for a second Peter was then warned of incoming danger as the flying old man sent three grenades his way, Peter immediately screamed to the surrounding crowd of spectators to run and get clear while he wrapped the grenades in web whilst in mid-air. This muffled the blast but he still felt the full force of two grenades which sent him sprawling through the air and onto the floor, he didn't even get a chance to get up as a giant sandy fist smacked him violently into a mailbox.

As he struggled to get up using a nearby car as leverage for support he noticed everyone was staring at him with their phones out, well his cover was definitely blown. He asked them to call 911 but they just didn't seem to listen as Peter was confronted by the remaining enemies, they all seemed to be talking eventually letting the electrically powered guy finish him off.

Peter made a joke insulting this Electro saying he was barely worth his time but just as Electro was about to take the shot three bullets escaped his chest and he screamed in agony exploding to the ground and landing in a crumpled heap on the floor. Peter managed to withstand the electrical outburst but the giant sand man and vulture like man did not following Electro shortly after.

What Peter saw was his Aunt May and his friend Gwen stood there with a gun aimed at where Electro had just been floating, she couldn't believe at what she had just done but Peter told her that it was okay. He explained to her that he had been shot and fell into her arms in exhaustion, she shouted for someone to call an ambulance but nobody seemed to listen.

Just as everything seemed over the first of the five to be knocked out was back on his feet and was making his way towards Peter and his Aunt. This goblin like creature smashed the ground but only hit the spot where Peter and his Aunt had just been as he had grabbed her and his friend and leaped out of the way. Upon landing he told Gwen to get his Aunt May out of there, his Aunt noticed that Peter was bleeding from his gunshot wound. The Goblin launched himself at Peter but Peter did the same to the Goblin and knocked him out of the sky with a punch to the jaw, he caught himself on a lamppost and realized he was bleeding now.

The Goblin erupted with a scream of anger and flew into the air throwing fireballs left and right at Peter, the entire street had been levelled and the Goblin seemed to lose sight of Peter as he was screaming his last name over and over again. Peter came out of nowhere hitting the monster with a mailbox in the back whilst trying to talk some sense into this creature.

"What's the plan Osborn? I'm dying to know… what next? You kill me, then what next?" Peter shouted as he swung the mailbox full force.

He smashed the mailbox down onto the demon's head and grabbed a hold of his horns all the while saying, "Your Son you killed won't magically come back to life!" Peter screamed.

"Your world as a captain of industry won't magically go back to the way it was!" Peter shouted furiously as he flung the Goblin through the water spraying out of a fire hydrant.

Peter slumped to his knees as the steam from the two elements contacting surrounded him, "And your hair… won't magically come… into fashion" Peter gave one final wise crack as he felt totally spent.

The Goblin slowly got back up and reignited the flames surrounding him, "But you'll be dead" his voice hissed.

Peter realized he was going to kill him and just muttered, "Well yeah… there is that…"

Out of nowhere came a speeding truck as it crashed into Osborn crushing the villain into the street, Peter smashed open the window to the driver's seat and realized it was his girlfriend Mary-Jane. He helped her out of the overturned truck and with a kiss threw her into the air before spinning a safety net for her to land on.

"This is the day of reckoning, Parker. I'm delivering God's message, God wants this to happen" the Goblin weakly spoke as he tried crawling out of the wreckage.

With every ounce of strength left in his body Peter picked up the overturned truck and slammed it down onto the unsuspecting super villain.

"SHUT UP!" Peter screamed.

"I will destroy your family like you destroyed mine! I will kill everyone you know!" the Goblin replied meekly as blood leaked from his hideous mouth.

"Could you do it… Quietly!" Peter shouted as he brought the truck down on top of his head once more to finally silence the villain.

Then without warning the truck exploded from so much punishment and sent Peter sailing through the air and crashing into the front lawn of someone's house.

His friends rushed to his side as he lay their not being able to move, Mary Jane screamed to the crowd of onlookers for somebody to help but nobody answered. Aunt May came pushing through the crowd along with Gwen following her; they quickly saw Peter on the floor not moving with Mary Jane kneeling by his side screaming for somebody to do something.

Aunt May was immediately by her Nephew's side cradling him in her arms asking him what he had done.

"It's okay. I… I did it" Peter weakly said whilst breathing heavily, he didn't know how much longer he had left.

"Just… just hold on. The ambulance is-" Aunt May tried to reassure her Nephew but was swiftly cut off by him instead

"Don't you see… it's okay. I did it" Peter said as he gripped his Aunt's jacket.

"I couldn't save him" tears escaped his eyes and blood leaked from his mouth yet he was still smiling.

"Uncle Ben. I couldn't save him… no matter what I did" Peter choked as his Aunt had begun crying uncontrollably.

"But I saved you… I did it…" Peter struggled to breath.

"I did…" were Peter's last words as his hand lost its grip and fell to the ground lifelessly.

And then everything went white.

* * *

J'onn brought the League back to reality as he sat there awaiting their response as to what they had just witnessed.

"So Batman, you wanted to know whether his intentions were pure or not. I can assure you that he is as pure as they come, wouldn't you all agree?" J'onn said as he gazed over the expressions each member held.

"Hera, give him strength…" Wonder Woman muttered as she couldn't believe what she had just seen. All the pain and suffering and yet he still did not give up, he was a warrior with a pure heart to match it.

"I can't believe someone so upbeat could go out like that, I… I think he just needs some friends" the Flash said utterly distraught at this boy's ordeal.

Superman, Hawkgirl and Green Lantern nodded in agreement having experienced his memories first hand. Then all of the team turned to face the one who had suggested this.

"He can stay and begin rebuilding his life, he's earned that much" Batman said as he couldn't get the image of this boy's parents and Uncle murdered in cold blood out of his head. It would seem that they had something in common after all.

Batman got up out of his chair and walked towards the door while the rest of the team followed trying to put on smiles for Peter's sake. They came out of the conference room but noticed Peter was nowhere to be seen.

Batman turned to look at Superman with an expression that looked like he was blaming him.

"What? I told him he could look around" Superman said rubbing the back of his neck.

The conversation was cut short as the team heard noises coming from the cafeteria on the upper level, Batman simply rode the small platform elevator up to the next floor with the Flash while the others flew up to see what Peter was up to.

As they opened the door they soon discovered what the noise was as the sandwich machine had been completely emptied of its contents and Peter was perched on the far wall with pile of hamburger wrappers beneath him.

The Flash zoomed over to the machine and looked on in horror; he stared at Peter who simply belched in satisfaction as he finished the last burger. The others could only look on in laughter whilst Batman felt a slight smile tug at his features which went unnoticed by everyone in the room due to it's brief presence.

"Dude! You ate all of them! What is wrong with you? You could have at least left some for me" the Flash said trying to look angry but couldn't help let a smirk show.

"Hey sorry man but when you've been asleep as long as I have you're bound to work up an appetite" Peter joked as he flipped off of the wall and patted Flash on the back as though trying to console him for his loss.

The two began laughing uncontrollably as they walked out of the cafeteria and began getting to know each other; maybe it wasn't all bad for Peter. After all he had somebody he could have fun with now.

* * *

**What did you think? Would you like to see more or just have me end it there? I'm hoping for the latter but please leave a review because I'd love to know what you guys think :D**


	2. Settling In

**Okay then so I've decided to turn this into a full fledged story because some people seem to like it and well I wanted to anyway, this chapter is mostly gonna set the stage for some things that are going to happen as I want it to be kind of episodic like the JLU cartoons. It doesn't have a lot of action mostly because this is kind of Peter settling in first but be prepared because the next chapter does, this story will also house a lot of crossovers in the DCAU but it's kind of an AU version of the DCAU. **

**Again if you have some ideas then let me know, tell me in a review or even PM me I don't mind at all. **

**Of the reviews I've gotten only one seemed to be a proper question so to adamblackstone2000 I'm not sure if there is going to be a pairing in this story yet, I think Peter may like some girls or something along those lines but he might prefer to be alone for the time being. If anybody has some favourable DC girls for Peter to pair up with then say so in the reviews or PM me and I'll see if I can make it happen.**

**I'd like to thank all those who reviewed, faved and have followed this story :)**

**Disclaimer: I do not own Ultimate Spider-Man or Justice League Unlimited in any way.**

* * *

**Settling In**

Earth's Orbit- The Watchtower- Afternoon

"And this is where you'll be staying Peter" Superman said kindly as he pressed his hand against a small pad by the white doors, as he did this the doors slid open and revealed an average sized room that held a bed and a modern looking desk coupled with a big white closet.

"Wow! This is sweet, its way bigger than my old room" Peter said instantly excited by his new living space. Although the mention of his old room did bring back a few saddened memories but he brushed them off just as quick trying to put on a weak smile.

"It's not much but it should be suitable for now… but I've been meaning to tell you, anytime you feel as though you want to talk to me or any of the other members you just say so okay?" Superman said noticing the slight fault in Peter's smile.

"Thanks… I don't know what I would've done without you guys man" Peter said showing how grateful he was.

"Try not to think about it son, I also noticed you're still wearing that costume so if you want to change into something a little more comfortable there a few spare sets of clothes in the closet" Superman said motioning towards the metallic construct.

"Okay cool, so is it just you guys protecting this Earth or is there any other dudes that dress in tights?" Peter said as he summersaulted towards the bed.

Superman was admiring how durable and lean Peter was being able to perform extreme feats of agility while in mid-conversation as though it were nothing, he still couldn't get past the fact that this young man had been killed protecting his loved ones but just seemed to brush it off with laughter. Superman assumed it must have been his way of dealing with things just like Wally, no wonder those two got along so well only after a couple of hours.

"Ah thanks for reminding me, it's going to get a lot more crowded around here. It's not just us few up here, we have over sixty members in the League as well as other teams all over the world who stop by every now and then" Superman explained as he walked into Peter's room.

"Oh so it's like a hotel for superheroes! I gotta admit that's pretty handy" Peter joked as he rummaged through the draws of his new desk.

Superman just chuckled lightly, "Well you're actually not far off the mark on that one but in actuality this is a base for any hero to just come here and be themselves. We also monitor any and all threats that may be present against the Earth so that's pretty important" Superman said showing his sense of humor off.

"Gotcha Supes, hey do you think you could let Flash know that I wanna talk to him later?" Peter said now sitting at his desk.

"Sure, I'll tell him to stop by if he's not too busy" Superman said as he walked towards the door.

"Later Superman" Peter said as turned his chair toward his desk.

Superman nodded and closed the door to Peter's room, after walking down one of the many halls of the Watchtower he ran into Green Lantern or John Stewart as he is known more personally to his friends.

"Hey Clark, how's Peter doing?" Green Lantern said as he greeted Superman with his Earth identity.

"He's doing okay John; it's almost as if it never happened. I think he's trying to block out any memory of his past life, is that a smart thing to do?" Superman said as he pondered over how it would affect his mental health.

"I don't know man; I'm anything but a psychiatrist. But who would want to remember something so brutal, if you ask me I think it's best he let's go for now" John said as he thought back to the boy's imminent death. He had been a marine in the past and seen some haunting stuff but when he saw Peter's death it sent chills down even his spine.

"I think I'd be best talking to J'onn about all of this, but maybe we should just give him some time to readjust to things" Superman said bidding John farewell. He also had to find Flash later so he couldn't forget about that.

Walking towards the observation deck Superman noticed that a few other heroes were now arriving, most of them greeted him and he gave a smile and a wave in return. He would have stayed and talked to some of them to see how they were doing but thought he may as well find Wally now and get it over with.

He flew to the one place anybody would think to look in the Watchtower for the Flash, the cafeteria. Normally it would be to eat but well Peter ate all of his burgers upon arriving, Superman smiled to himself thinking about his appetite. Although the burgers were for anyone to eat the Flash would normally be the one to empty it out by the weekend because of his accelerated metabolism, but because there were none left then he'd be in the cafeteria for only one other reason.

Just as he suspected the Flash was talking to both Fire and Ice, laughing with them and sipping a coke at the same time.

Superman walked over to the three conversing heroes, "Hey Flash can I talk to you for a second?" Superman said smiling towards the two feminine heroines.

"Oh man can't it wait? I'm in the middle of something here" Flash said motioning towards Fire and Ice discreetly.

"You've got all the time in the world to look for a date but Spider-Man said he wanted to talk to you about something" Superman said remembering not to use Peter's name out loud to anyone but the seven core League members.

"Spider-Man? I've never heard of him before, is he new to the League?" Ice asked Superman never once in all of her career having heard of this Spider-Man.

"You could say that but he hasn't quite joined as of yet" Superman said wondering if he would even want to join up to their team with everything else going through his head.

"Oh but can he do whatever a spider can?" Ice said running her fingers over Fire's left arm.

"Don't do that! Spider's creep me out, ever since that whole thing with those Dark Heart mechanical ones whenever I see one I have to resist from burning it to a crisp" Fire said batting away her friends hand.

The Flash stared at him for a full minute before he finally realized who he meant, "Oh! Right, sorry I totally zoned out there. Sorry ladies but this'll only take a sec" Wally said apologising to both Fire and Ice before taking the formers hand and kissing it. After which he blurred out of the cafeteria coke in hand wondering what his newest friend could want.

The two girls stood there silently as Superman bided them goodbye as a small blush started to appear on Fire's cheeks.

He skidded to a stop outside of Peter's new room and proceeded to knock on the door.

"Who is it?" Peter shouted from his desk nose deep in sketches and designs.

"It's room service! Who the heck do you think it is?" the Flash said waiting for Peter to open the door.

Peter back flipped out of his chair with a small smile plastered on his face, what he had in store was gonna be fun. He reached the door and opened it with lightning fast speed and was greeted with the sight of Flash yawning loudly.

"Sorry man, even two seconds is like twenty minutes in Flash time" Wally said waltzing into his bedroom.

The Flash collapsed onto Peter's bed and sighed loudly, "So what do you need Spidey?" he said looking up to see Peter now in his desk chair.

"Well Superman told me that the Watchtower is gonna get a little crowded right? Well how am I gonna go out of my room if I don't want anybody to see my face? I mean outside of you guys I don't know anybody well enough to trust yet" Peter said picking up a mechanical pencil and adding in some details to what he seemed to be sketching on a piece of paper.

"So…? Is there something I should be doing here?" the Flash said as he stood up to get a closer look at what Peter was drawing.

"No at least not yet anyway, when I got here my costume was all torn up and I lost my mask. So the smart thing to do would be to design a whole new suit for myself" Peter said handing him the piece of paper he had been working on.

"Oh cool I get it now, so these are new ideas for what you had in mind. Dude these are pretty cool, the ideas are sweet but I didn't know you could draw" Wally said surprised at the level of detail and intricacy gone into these little sketches.

"It's one of my many perks, I can also sew if that interests you" Peter said smirking.

"Granny Flash can also sew if that interests you, so what are these other things at the bottom of the page?" the Flash said noticing the laugh Peter gave at his joke.

"Well they're ideas I had for my new web-shooters, all I need are the materials and equipment to make them" Peter said heading for the door.

"Dude you can't just go out there if you don't want anybody to see who you are, it's like hero central out there man" Flash said not taking note of Peter's calm expression.

"Dude its cool, I've got it covered. Why do you think I asked you to come here?" Peter said leaning against the metal door.

"…To help you out?" Wally asked not fully understanding the reason why he was there, the way Peter talked it sounded as though he was another science whizz like the Bat or the Atom so it was safe to say he knew what he was doing.

"Precisely, I have no idea where the lab in this place is and you do. You're also fast enough to get me and you there without being noticed, I don't want to make a big deal out of all of this… I just want to be unnoticed for the time being. So do you understand where this is going?" Peter said waiting for Wally to catch onto just what he meant.

"Oh I gotcha, but how are you gonna hold on?" the Flash not even realizing the question he had just asked.

"With my bare hands" Peter said bringing both of his hands into view with both palms showing.

And just like that they had arrived at the science wing of the Watchtower, nobody noticed the scarlet blur running by and even when a few people did they just brushed it off as the Flash on another one of his burger runs. Well not everybody brushed it off, somebody decided to follow them and see what they were up to.

"Well we're here" Flash said as he stopped on the spot in front of the tech labs.

As everything slowly came into focus Peter unstuck himself from the Flash's back and stared around in amazement, the sheer technology this one room possessed was uncanny. Then again they were in a giant space station orbiting inside the Earth's atmosphere so it was understandable that they held this kind of tech.

"Whoa… I wish Nick Fury could see me now" Peter said as he cautiously surveyed the area.

"Yeah it is pretty cool but I'm not the science guy around here" Wally said as he began to pick up a few test tubes only to drop them seconds later. Luckily he was fast enough to catch them and put them down making sure not to touch anything again.

Peter looked at him mockingly, "You could have fooled me" he said smiling brightly.

Flash rolled his eyes behind the white eye pieces in his red mask, "Hey do you think you could maybe hurry up with what it is we're here for. I don't wanna get caught snooping around some place I'm not allowed in" the Flash said nervously.

"Wait… you're not allowed in here?" Peter said gathering pieces of steel and several test tubes.

"Oh did I not mention that?" the Flash said fully aware he didn't tell him he was forbidden to set foot in the labs again.

"Amazingly not, what could you have possibly done to get banned from this place?" Peter said taking a seat at one of the many gleaming silver stools.

Just as Flash was about to answer he was beaten to the punch by a cold deep voice, "He accidentally released a fairly toxic anaesthetic gas into the air. Most of the League members were knocked out cold and the Watchtower was easily susceptible to an attack, luckily I had my cowl fitted with a gas mask and managed to use the vents to re-route the gas into the cold depths of space. I was able to develop an antidote in just over an hour" the source of the voice walked closer to them. He was now staring down the Flash who had seemed to shrink in size.

"O-oh… h-hey Batman… me and Pete were just…" Wally couldn't seem to keep his sentence together as he was now visually sweating.

"What are you two doing here? Especially you" Batman said his question still directed at the Flash.

The Flash opened his mouth but nothing seemed to come out, his mind drew a blank as he tried to swiftly search his brain for one viable answer.

"He's helping me out with some stuff but since he's not allowed in here then I guess you can leave Flash" Peter said his head still down facing the metallic workplace he had set up.

"Oh yeah… I had to be somewhere anyway, I'll catch you later Pete" the Flash said as he quickly sped out of the lab not wanting to spend another second in front of the Bat in a place where he was strictly off limits.

Seeing Flash leave Batman turned his attention to Peter who had his full concentration on something, he seemed to be soldering something now as he had just put on a pair of goggles.

Batman was shall we say curious and walked over to Peter's side, not wanting to disturb Peter while he worked he noticed a few pieces of paper scattered about the work place. Bruce decided to pick a few up and scan through them; he quickly realized that young Peter was making himself a new costume but that wasn't the thing that sparked his interest.

"…Web-shooters? I'm assuming these are the devices you use to fire that web-line from your wrists?" Batman questioned curious as to how and when he made the first ones that Peter had given him earlier, they were in terrible condition so Batman was unable to study them thoroughly. He was however able to determine that they were triggered by a pressure pad made of slim steel that rested neatly on the palm of one's hand.

"Yeah I can't exactly use my old ones so I'm gonna have to upgrade, but it's cool I'm gonna add in some new features" Peter said not once lifting his head from his work to look at the Batman.

"Hmm… what new features did you have in mind?" Batman said taking a seat next to him.

"Well I thought about adding a small red LED light that flashes every time I shoot a web, I'm also gonna configure it into a warning system so every time I'm running low the light flashes continuously until I refill the web-shooter with a new cartridge" Peter stated as he then proceeded to fit the small LED into the web-shooter.

"Your design is interesting but personally I don't bother with aesthetics when it comes to my gadgets" Batman referring to his belt.

"Oh yeah I noticed that thing, I bet you got a lot of treats in there huh? Wait… I bet they're bat-themed too" Peter said taking note of the belt while he grabbed a small screwdriver.

"Obviously, why else would I dress like this?" Batman said his face not faltering even slightly.

Peter glanced from the web-shooter he was working on to Batman, "Was that a joke?" he said surprised this man had a sense of humor.

"I'll let you be the judge of that… so we've talked a little about the web-shooters but how are you preparing the webs themselves?" Batman asked taking note of two separate small formulas written down on the bottom of another piece of paper.

"Well I've already prepared the formula; I had a few spare cartridges on my belt so I just reproduced it from them. They're mixing right now as we speak" Peter said as he pointed towards a machine mixing six vials of a semi-transparent liquid.

"So why are there formulas written here?" Batman said holding up the piece of paper.

"Oh that… well that's embarrassing, one's for coke and the other is for pepsi. I just wanted to see if they really were the same thing" Peter said rubbing the back of his neck as he went to work on another web-shooter.

Batman didn't say anything but shot him a look that clearly said 'you've got to be kidding me?' after which he stood up and walked over to the other side of the room. When he returned to Peter's work station he now had an old dusty sewing machine in hand.

"Wow… is that thing from the first world war or something?" Peter said noticing the ancient piece of hardware in the Bat's black gloved hands.

"It's possible… try to be finished soon, I can't have you hogging the lab all day. I'll keep the door locked from the outside so that only the core members can access it… except Flash of course. When you are finished you can open it from the inside but don't forget to clear up you're work station before you leave" Batman said letting Peter take the small contraption off his hands. He then proceeded to walk towards the door but not before Peter replied.

"Okay Mom…" Peter said holding back a small grin.

Batman turned to face the young man; "Just hurry up" he then headed out the door and locked it from the outside.

"Great… all by myself again" Peter said as was just making the finishing touches to his second web-shooter.

* * *

Wonder Woman or Diana Prince as her more personal friends knew her was currently sat in the cafeteria eating a plate of pasta with Shayera Hol or more widely known as Hawkgirl. The two were conversing about plans for the weekend and about a recent run in with Cheetah the two women shared.

Wonder Woman was enjoying the time she spent with Shayera, she was pleased by the fact that they had managed to settle their differences after such a long period of time. They had begun to spend time with each other regularly ever since there mission to Themyscira and Tartarus due to Felix Faust's return and his usurping of Hades' throne.

They were laughing and joking until Green Lantern sat down at the table along with his girlfriend Vixen or as he knew her more intimately Mari McCabe. The air seemed to turn thick with tension as Hawkgirl was John's former lover, she still couldn't get to grips with seeing those two together and although there was a friendly rivalry between the two women it was still uncomfortable.

Diana decided to be the first to break said tension and turned to John in doing so, "Green Lantern I see you are doing well" Wonder Woman cut short not knowing what to say next.

"Yeah I'm doing fine and so is Vixen by the way, so what are you two lovely ladies talking about?" John asked as he placed an arm around Vixen.

"We were just talking about plans for the weekend, we were thinking about having a night to ourselves and maybe a few other friends" Hawkgirl almost droned as she absent mindedly poked at her plate full of pasta.

"That sounds fun, were you girls gonna send an invitation my way by any chance?" Vixen swiftly cut into the conversation.

"I don't see why not, Hawkgirl what do you think?" Diana said staring at Shayera across the table.

"I guess, I suppose we could use the extra guests" Hawkgirl said trying to appear convincing.

"That's great, I think you're all gonna have a ball" Green Lantern said as a full beam smile spread across his features.

Searching for something to talk about Shayera suddenly remembered the League's newest arrival, "John I've been meaning to ask… how is Spider-Man doing?" Hawkgirl said suddenly remembering a non-core Leaguer was present so she didn't mention Spider-Man's real name.

"Yes John I have also been worried about him" Diana said concern etched across her Amazonian face.

"Oh right, I'm not sure but Superman said he seemed to be okay. I was thinking about paying him a visit later on, you're welcome to join me if you like" Green Lantern said to Diana and Shayera.

"I will accompany you, if he is upset then perhaps we could cheer him up" Wonder Woman said suddenly remembering the visions she had seen of the boy's violent death only hours ago. The images chilled her to the very bone.

"Yeah I hope he's doing okay but from what I heard from Flash he's working on a project down in one of the labs" Hawkgirl said wondering what he could be working on.

"I hope he's not messing with anything in there, as much as I like the guy he reminds me too much of Flash" Green Lantern said referencing how much the two seemed to be connecting.

"I'm really sorry to interrupt but who the heck is Spider-Man?" Mari decided to partake in the conversation.

"Oh he is a new recruit for the team Vixen" Diana said letting her join in the discussion.

"Now hold on a second, we don't know if he wants to join yet. What if he decides to play it safe and quits the hero gig? With what he's been through he-" John blurted out without thinking.

"Why would he want to quit?" Vixen said realizing how confusing that last question was.

Upon hearing her inquiry John and the other two women at the table quickly realized that she had not seen what they had saw and had no clue as to where Peter was from and how he got here. They swiftly decided to change the subject instead and thought they should see what the very subject of their conversation was up to.

"We'll be back later Vix, the three of us are just gonna go check on our friend" John said giving her cheek a small kiss.

Wonder Woman and Hawkgirl exchanged glances before rising from their seats and heading for the door, Green Lantern quickly realized they were leaving without him and so ran after them to catch up.

After putting the final piece of his costume on, which was always the mask Peter turned on the spot in the lab looking for a mirror to admire himself in but unfortunately to no avail.

"Rats… guess I'll just have to check myself out in the mirror in my room" Peter said as he suddenly heard the door unlocking.

Using his enhanced speed and agility he sprung upwards to the ceiling and decided to surprise his guests.

"Peter? Hello… where could he have gotten to?" Shayera said walking into the dark laboratory towards the dimly lit desk that looked like it had just been used, Peter's torn costume seemed to be present.

"I don't know but it looks like he was working on something in this very spot" John said pointing to the desk Hawkgirl was stood by.

"Very observant GL, I just hope he's running around the Watchtower naked" Hawkgirl said smirking at him.

"Now why on Earth would he do that?" Green Lantern asked completely unprepared for what she had just said.

"Well he's left his costume here and you said it yourself, he does remind you of Flash" Shayera said laughing at John's expression. He looked like he had just eaten a bunch of sour candy.

"Peter are you here? … Spider-Man?" Wonder Woman said slowly walking over to the two other heroes in the room.

As if on cue a figure dropped down from the ceiling behind them and spread his arms wide, "Ta da! Say my name and I magically appear!" Spider-Man said grinning behind his mask.

To say Diana jumped would have been an understatement; instead she swung her fist behind her hoping to make contact with whatever had surprised them. All she met was air as the mysterious figure had ducked as if anticipating the wild swing. Wonder Woman was about to attack again when Green Lantern suddenly stopped her using his Power Ring to capture her fist in its green glow.

"Wait Wonder Woman, stop for a second! Did that voice sound familiar to you?" John said as they all realized who had surprised them.

"And the guy in green gets it with only three more seconds on the clock, I take my mask off to you sir" Spider-Man quipped as he sprung over to the light switch and flipped it on.

The three soon realized that Peter had made a brand new costume in the short time he had spent here.

"I gotta admit I like the look… Spidey" John said taking a closer look at the mask on Peter's face.

"Wow you really do look like a spider but I do like the eyes and the whole costume itself just screams acrobat" Hawkgirl said noticing how wide and expressive his eye pieces were.

The costume itself was a dark red and blue color with the red parts being covered in a sleek black web pattern with a black spider on the front of the chest, both outer and inner legs of the spider ran all the way down his torso the former legs merging with the outlined red section of the suit. There was no belt on the costume and the red boots had grey soles on the bottom of them, as for the mask the shining white eyes were framed buy a thick black rim that reflected anything he looked at.

"You know I could have killed you just now" Wonder Woman said to Spider-Man whilst looking him up and down.

"Well not exactly, I knew you were gonna swing for me hence the ducking on my part. I'm not saying you couldn't crush me if you wanted to though…" Spider-Man said taking note of what Flash had told him Wonder Woman.

"Wait what do you mean you knew?" Diana asked confused about what he had said, Hawkgirl and Green Lantern joined in the confusion giving him a questioning look.

"… Okay cue my spider-sense talk, well it's quite complex but I have this danger sense which warns me of potential immediate danger by the sudden manifestation of a tingling sensation in the back of my skull. It links with my superhuman kinesthesis, enabling me to evade almost any injury" Spider-Man sped through the usual speech always hating to constantly explain his spider-sense but since he was in a brand new universe it seemed necessary.

"Okay I didn't really get any of that but I'm guessing it must be a pretty handy ability to have up your sleeve" Green Lantern said amazed at how bright Peter must be.

Diana and Shayera merely blinked at one another not understanding a single word he had said.

"Well now that I've made my new pyjamas I'm gonna go grab a bite to eat, anyone care to join me?" Spider-Man said strolling out of the lab with the other's in tow.

"A kind sentiment Spider-Man but I as well as Hawkgirl have already eaten, we will gladly dine with you later though" Wonder Woman said smiling towards her friend.

"Okay that sounds great, but that doesn't mean GL can't join me" Spidey said motioning to John.

"Alright I guess I am pretty hungry, come on I'll show you the way" Green Lantern said as the green glow from his Power Ring engulfed his body and he took to the air.

"Alright then follow the leader it is" Peter said leaping into the air and tapping the pressure pad of his web-shooters with his two middle fingers, a somewhat transparent thread shot from the mechanical device as it flashed red and Spidey was flung into the air hot on Green Lanterns trail.

The two women merely giggled to themselves as they went in another direction before Hawkgirl said, "I can see why Flash likes him".

As he was following Green Lantern swinging through the corridors of the Watchtower Spider-Man couldn't help but notice the looks he was getting as he passed by, looks of disbelief and confusion etched on heroes faces both male and female. So in an effort to appear friendly he simply waved every chance he got, mainly at the girls though who merely smiled or laughed in response.

"Don't get any ideas son" Green Lantern shouted back towards the web-slinger.

Spidey heard him and decided to reply from a better vantage point, he reached the arc of another swing and catapulted himself onto one of the many walls in the Watchtower. Once he landed he took off running across the flat surface side by side with John.

"What do you mean GL?" Spidey said focusing on Green Lantern letting his spider-sense tell him where he was going.

"I saw you waving at those girls, it's tempting I won't deny it but its best you don't get involved on a more intimate level" John said as he and the red clad hero turned a corner.

"Wow I wave at a couple of girls and I'm already getting 'the talk', dude I'm not a kid. I can make my own decisions" Peter joked hopping over a small silver railing.

"I know but Batman won't like it" Green Lantern said chuckling at Peter's quip.

"Well the Bat can kiss my shiny blue tuchus, besides I don't think I'm ready for anything like that yet. I'm not even thinking about girls right now" Spidey half lied, the only girl he was thinking about was Mary-Jane.

Green Lantern had noticed that Peter had gone silent, "Something on your mind?" he inquired.

"Just… just food" Peter lied vaulting up to the second level of the Watchtower to where the cafeteria was.

Spidey swung into the cafeteria and let go of his web-line with two consecutive back flips before landing in one of the many seat surrounding a table.

Heroes continued to stare at this mysterious person even more so now that he had done that, Spidey just sat there waiting for Green Lantern to join him.

John floated into the cafeteria and noticed Peter sat on one of the far tables keeping mostly to himself, he powered down and walked over to Spidey.

"You got some moves kid" John complemented whilst taking a seat himself.

"Oh yeah super enhanced agility and durability, I can bend pretty much any way I imagine" Peter said remembering his first mid-air splits.

"That's pretty cool but also… weird at the same time" John said smiling at Peter.

"Yeah I've heard that before, but don't blame me blame the spider that bit me" Spidey said again reminiscing about that fateful day.

Green Lantern silently laughed but just as he was about to say anything else another green clad hero interrupted the conversation.

"Hey boys, you don't mind if I take a load off do you?" Green Arrow said greeting the two men whilst setting three trays down at the table.

"Not at all, I think introductions are in order. Spider-Man meet Green Arrow and Green Arrow meet Spider-Man" John said motioning between the two.

"Ha Spider-Man, no wonder you can move like that. But I gotta admit I've never heard of you, no offence but are you new to the whole hero thing?" Oliver Queen asked as he put out his green gloved hand for Spider-Man to shake.

"Not really, I've been dressing up like this ever since I was fifteen I suppose. But as for why you've never heard of me… well it's a really long story, but can I ask you a question?" Spidey said taking the hand and shaking it with his own.

Green Arrow nodded his head in response.

"Are you two like brothers or something? Because I'm sensing a lot of similarities style wise" Peter said staring at both of their costumes for obvious reasons.

"You're not the first to mention that Spidey, but no we are definitely not related" John said laughing at the look on Oliver's face.

"What's wrong with being related to me?" Green Arrow said visibly pouting.

The two burst out in laughter while Spidey just sat there looking on at them with an amused smile behind his mask, as the laughter died down though Green Arrow suddenly remembered another reason why he came over to talk to the two of them.

"Oh I almost forgot, after you finished flipping in the air and GL here sat down I noticed you two didn't grab any food so gentlemen it's on me" Green Arrow said moving two of the trays over to Spidey and Green Lantern. The trays held two pairs of knives and forks and the food itself consisted of two cuts of steak, two small sides of salad and a couple of onion rings.

"Hey thanks man I'm starving" Spidey said before rolling his mask up to his nose whilst picking up his knife and fork and digging into the steak before him.

"You're still hungry? Even after emptying the entire burger machine?" John said as he began to cut up his steak.

"Aww that was you, I was wondering where all the burgers went?" Oliver said to the dining arachnid.

Spidey just shrugged his shoulders as he swallowed a mouth full of food.

* * *

The Observation Deck

Martian Manhunter was studying each of the terminals on the observation deck; each screen was showing major cities all over the world for example Gotham or Keystone City and also Jump City as well as Metropolis but every single terminal was showing the same consistency.

"Is there something on your mind J'onn?" Superman greeted the Martian with a pat on the back. He could tell he was thinking about something as his brow was knotted together as though he was in deep thought.

"Always… it's still the same, everything is still the same. No sighting of the Joker or Bane in Gotham as well as Poison Ivy for months… it's like they're planning something" J'onn said as he placed his hand on his chin.

"Well I'm sure whatever it is Batman can handle it and in the slight chance that he can't I'm certain he'll ask us for our assistance" Superman said although he wasn't sure if that last part was true.

"Don't you see? It's not just a few Gotham rogues, Star Sapphire and Cheetah haven't been seen since the Apokoliptan invasion and did you not find it strange when Metallo's body went missing from the Watchtower after said invasion? They have to be planning something Superman and whatever it is it can't be a good thing but I assure you it will be infinitely worse if the Joker is calling the shots" J'onn explained his suspicions but kept his usual calm demeanor.

"You're right J'onn; none of this can be coincidental. Thank you for bringing this to my attention, I'll talk to Batman about it immediately" Superman said as he walked away to look for Batman.

'I have a feeling he already knows' J'onn thought to himself as it was hard to keep something hidden from the world's greatest detective.

* * *

Gotham City- The Batcave- Afternoon

"The team have kept pressing me to make this call Bruce, I've tried to handle it myself but I've come up with nothing. I figured your expertise would be useful" Robin's image said from the bat-computer's screen.

"Get to the point Dick, can you and your team handle it or not?" Batman said his cowl hung behind his head allowing full view of his face.

"I'm sure we could handle it but you're more experienced in these kinds of situations" Dick Grayson aka the current Robin said somewhat flustered by Batman's impatience.

"… Slade, one of your enemies has vanished" Batman said his tone remaining deadpan.

"I-uhh yeah, how'd you know… wait stupid question" Robin said realizing who he was talking to.

"I know because something similar is happening everywhere, Joker as well as Bane and Poison Ivy have gone missing and wherever Joker goes Harley Quinn isn't too far behind. Metallo's shell was somehow taken from the Watchtower and Cheetah and Star Sapphire haven't been seen since Darkseid and Luthor were supposedly killed" Bruce said noticing his butler Alfred walk out of the small elevator leading from Wayne Manor into the heart of the Batcave.

"Whoa that… that sucks, so what are we gonna do about it?" Dick asked hoping he and his team would somehow be involved.

"We?" Batman said taking a small cup of tea from a silver tray Alfred had presented him with.

"Oh come on Bruce you can't keep us in the dark on this one, Slade is our enemy and we want to help in any way we can" Robin said venting his frustration.

"You will be working very closely with the League on this one Robin, the core Leaguers anyway. I'll work on some leads I have but other than that they disappeared without a trace; they obviously don't want anyone following them. Until I find some hard evidence which I will I want you and your team to stay in Jump City, there is a slight chance we could just be reading into it too much but I severely doubt that. J'onn has already begun suspecting the disappearances so if you find something important and I'm not available then link to the Watchtower and tell him" Batman said finishing the tea and putting his cowl back on.

"I- okay Batman, will do" Robin agreed with his mentor and threw a two fingered salute his way.

Batman merely nodded as the screen went black.

"Master Dick is doing well it would seem?" Alfred Pennyworth, the trusted friend of the Wayne family spoke for the first time not wanting to interrupt any business the duo were discussing.

"He's doing very well Alfred, I think he's just eager to get involved" Bruce said as he got up from his chair in front of the giant super-computer and walked over to the Batmobile.

"Is Barbara not here yet?" Batman said taking notice of the absence of her cheery personality.

"It would seem Miss Gordon is running late as usual" Alfred said taking a seat by a dark black table and taking a sip of his own cup of tea.

"… Teenagers… she'll be here, she's always eager for a night on the town" Batman said joking to himself about the way Barbara always enjoyed what they did.

Suddenly a bright flash of light filled the Batcave and out of nowhere the Man of Tomorrow appeared.

"Alfred it's good to see you again but Bruce I've been looking for you everywhere" Superman said walking over to the Dark Knight.

Alfred merely nodded in reply to the Man of Steel.

"And your last thought was to look in the Batcave?" Batman jabbed as this was where he spent most of his time other than the Watchtower of course.

"Okay fair enough but jokes aside I wanted to talk to you about something… something J'onn is worried about" Superman said voicing his own worry.

"I already know… I've told Robin about it as he and the Teen Titans are experiencing the same problem albeit to a lesser degree, we've got it under control" Batman said finding his utility belt on the hood of the Batmobile though how it got there is anyone's guess.

"Look Bruce I trust you have this covered but-" Superman's sentence was swiftly cut short by Batman.

"I meant we as in the League and the Titans, the more help we can get the better. They're all dangerous and even I can't take them all on at once" Batman said sorting through the contents of his belt.

"Does the big bad Batman admit he needs help?" Superman said in a mocking tone.

"I never need help… it's called being wise Kent, you should try it sometime" Batman replied sighting his mocking tone.

"Well some of us have to but I was wondering if you could spend less of your time cooped up in here and more of it in the Watchtower until we figure out what's going on" Superman said to his long-time friend.

"… Alright… but I still have a city to protect and I'm going on patrol with Batgirl as soon as it's dark out" Bruce said walking back over to his computer once again taking a seat in the tall chair.

"Fair enough but as soon as you're finished down here I want you up at the Watchtower, we're gonna need all the help we can get" Superman said walking back into the centre of the cave opposite Bruce.

"… Spider-Man? You can't possibly be serious Clark? He's not ready to go into the field yet; we don't even know the full extent of his powers. To have someone so unpredictable on the team could only have negative effects" Batman said fully aware of what Superman meant by his last statement.

"And I fully agree with you Bruce so why not train him, just give him a chance to prove himself and show us what he can do. I know the rest of the league would be up for it, he's a good kid Bruce and a heck of a lot like you in some aspects" Clark said referring to their newest addition.

"I'm not saying you're wrong Kent, after what we saw I can't deny he's a genuine hero. But it might take a while to train him, even though the way he fought in that vision was effective it was only effective through experience. He clearly had some kind of history with the group that caused his death but I bet most of his run-ins with them were only successful half the time; his fighting style isn't based on anything I've ever seen. It looks like some kind of trial and error system mixed in with his enhanced abilities, for instance he'll figure out an enemy's weak points while fighting them instead of preparing beforehand" Batman explained.

"Well what's wrong with that? Besides we can't all be as prepared as you Bruce" Superman said as he waved goodbye and asked J'onn to beam him back up to the Watchtower.

Bruce merely nodded as he sat in silence trying to find any leads about the sudden disappearances, plus it would kill some time until Barbara got back.

* * *

Jump City- Titans Tower- Mid-Morning

The time difference between Gotham and Jump City was roughly around the latter being three hours behind so it was still relatively early in the Titans Tower. The Boy Wonder had just come out of the communications room and walked into the main living area which consisted of a kitchen merged together with the living room, as he walked closer to the other side of the room he noticed Cyborg and Beast Boy were playing video games on the giant plasma screen arguing and shouting at each other as they battled for digital supremacy. Starfire was jumping around in the kitchen busy attempting to cook breakfast whilst Raven was reading a book of poetry in the corner of the room with her hood up, she looked extremely irritated by all of the noise the boys were making and tried burying her head deeper into the pages of said book.

Robin enjoyed life on his own and he enjoyed being able to lead his own team but recent events meant that his team were going to be working with the biggest team in history and he had to prove that they weren't just a bunch of kids and that they could help out if given the chance, it was his responsibility to make sure they didn't mess this opportunity up.

"Okay team I'm going to need you're undivided attention right now" Robin said tryin to gain their interest, Starfire and Raven looked at him and continued to listen but the other two members in the room didn't seem to hear him.

"Oh you're so dead you little-" Cyborg shouted as he was slamming away at the game controller in his hands.

"No if I can help it you giant oversized toaster" Beast Boy said as he too button mashed his controller hoping to gain the top rank on what seemed to be a first person shooter.

Robin and the girls of the team merely stood there with dumfounded expressions but Robin quickly snapped back to reality and knew that they had to listen.

"Hey! The two of you better shut your mouths right now before I shut them for you!" Robin shouted at the top of his voice.

The two casually paused the game and turned their heads to their leader surprised with the way he was acting, even Starfire and Raven were a little shocked at his sudden outburst. Robin noticed they seemed to be staring at him but he did not falter and merely assumed his own brand of the Bat-glare he had been taught.

"Good, now that I have your attention maybe you can actually focus on what it is I have to say" Robin said glancing to each of his team mates.

Starfire was the first to speak and raised her hand which still happened to have an oven mitt on it, "Robin… does the Man of Bats bring good news?" she wondered why she had raised her hand and felt a little intimidated by Robin's sudden show of aggressive leadership.

"Good question Star, I just spoke to Batman and since you have all been pressuring me about what we should do about Slade's disappearance I thought we could use some expert advice. Now if it were just Slade we wouldn't need any outside help on this one… but it's not just Slade. The Joker as well as Bane and Poison Ivy have gone missing so that's why Batman was so willing to co-operate, but it still doesn't end there. Star Sapphire, Cheetah and the shell of Metallo have also vanished and that is why when we get the call we will be working with the core members of the Justice League" Robin finished his explanation.

Raven remained indifferent as did Starfire not really sure at the significance this held, but Cyborg and Beast Boy knew full well what this meant.

"Oh my god! We'll get to work with Wonder Woman! Sweet, this is the greatest day of my life!" Beast Boy said as transformed into a green wolf and howled at the ceiling.

"Does this mean we'll get to go to the Watchtower?! Booyah! I can't wait to see what kind of toys they got up there!" Cyborg shouted whilst fist pumping the air.

"Raven… what is this League of Justice?" Starfie asked not fully understanding who they were talking about.

Raven didn't show it but even she knew full well that this was a big deal, anything was a big deal if the League were involved.

"The Justice League is the biggest team of superheroes in this planet's history, it holds the likes of Superman and Wonder Woman or the Flash and Green Lantern… it also holds who many regard as the leader of the League although technically speaking he is not… he strikes fear into criminals just by the mere mention of his name… the Batman" Raven finished her long winded speech showing her respect for the Dark Knight. Like her he never showed any signs of emotion and Raven was always intrigued with the way he handled things, she knew he was just a man in a costume with no special powers but what she had heard is that somehow villains who weren't afraid of Superman were terrified of Batman.

"This is good yes?" Starfire said as a smile began to spread across her orange features.

Raven couldn't help but crack a tiny barely visible smile as she replied, "Yes".

"So I want nothing but you're best team, this is our chance to prove that we have what it takes. I'm sorry about shouting at you but I just want to show them that they can rely on us when they need our help, please don't let me down" Robin said as he retreated to the kitchen searching for something to eat. He couldn't show it but even he was excited about the possibilities this could open up.

Raven went back to reading her book and Starfire followed Robin into the kitchen hoping he would try some of what she liked to call 'blorgff'. Cyborg and Beast Boy high fived each other before resuming their video game, all of them seemed to be sharing the same thought at that moment.

'This is going to be interesting…'

* * *

**Did you enjoy it? Not exciting enough for you? Leave a review and let me know but don't worry and stick around until next time when the action really begins! **


	3. Night Life

**And here's chapter 3 hot off the press, I almost didn't think I'd get this chapter done in time (I've been playing a lot of Minecraft) but I got it finished and I'm happy with it.**

**Thank you so much to all those that have reviewed, faved and followed this story but in reguards to some reviews about the pairing issue I can't pair Spidey with Supergirl as I explained before this is set after the events in the JLU cartoons and for those that have watched them they know what happened to Supergirl, no she didn't die but she is living in the future and in love with somebody there. I explain that a little in this chapter so I am leaning a little more towards Batgirl for a love interest but the possibilities are endless, there are hundreds of girls in the DCAU so I don't quite know yet. Let me know if you have any other suggestions that isn't Supergirl.**

**Author's Note: I just wanted to say I'm using a lot of things for inspiration for this story with each character e.g for Spidey the Ultimate comics but I'm also taking some stuff from the Spectacular Spider-Man cartoon and the Amazing Spider-Man movie, or for Batman I'm using the Arkham games and the Batman Begins movie as well as the JLU cartoons so it's all a bit mix and match.**

**Disclaimer: I do not own Spider-Man in any shape or form, I don't own the Justice League and now that the Teen Titans are involved I don't own them either.**

* * *

**Night Life**

Gotham City- Wayne Manor- Evening

To say she was late was an understatement, four hours was certainly late. It was almost eight o'clock in the evening and it was already dark, darkness always set in earlier in Gotham. Maybe it was just the air or the atmosphere but she didn't mind the darkness, after all she thrived and worked in the shadows. Barbara Gordon had just returned from a friend's party situated in the suburbs of Gotham, she was currently entering Bruce Wayne's private estate via scaling one of its many security fences. She would have headed home first to tell her Dad she would be out for a while but swiftly remembered she had told him she was staying at a friend's house and as usual he was on duty, being the Commissioner of the Gotham City Police Department meant he had to work a lot of hard hours. Ever since James Gordon was promoted it also meant more time spent in the office and less on the streets where the real action was at, he was only on the scene if it involved super criminals or the Batman and that came up on an almost daily basis.

"Huh? The security system has been shut down… which means Bruce is expecting me and is probably watching me right now" Barbara spoke out loud as the realization dawned on her that she was indeed being watched.

After she landed in the grounds of Wayne Manor she looked up to see one of the several obscure surveillance cameras scattered throughout the estate looking right down at her. She gave a nervous smile and waved at the camera which did nothing in return.

Instead a voice came from the camera, a cold familiar voice.

"You're late Barbara…" Bruce said as he spoke into a microphone on the console of the computer.

She nodded towards the camera weakly knowing full well that she was in trouble with her mentor, she quickly started walking towards the huge looming mansion in front of her and as she approached the steps of the house the impossibly tall double doors started to creak open.

"Hey Alfred, I-I'm sorry I'm late" Barbara said apologizing to the taller older gentleman.

"Always a pleasure Miss Gordon but it is not me you should be apologizing to; I am not the man who had to wait four hours for you. I am merely the one who had to brew the tea for him" Alfred said letting her into the second home.

"Geez you really know how to lay it on thick don't you?" Barbara muttered as she neared the large grandfather clock at the far end of the living room.

"You know me too well Miss Gordon" Alfred replied his British heritage clearly audible in his regal voice. He then proceeded to shut the double doors and joined her as she opened the clock's glass casing and moved the hands of the clock's face into their necessary positions.

The clock then moved itself to the left of the room and Barbara walked through the hole it left with Alfred soon following.

As she was walking down the tall set of concrete stairs she couldn't help but notice the large bright computer screen that only just managed to dimly light the endless cavern with a blue hue.

Both Alfred and Barbara reached the end of the stairs and were met with a man in a grey and black costume.

"U-uh hi Bruce… I didn't mean… to be late but I was at this par-" Barbara's stuttering words immediately came to a halt as a much more over bearing voice began to talk.

"I told you that I needed you here straight after you got out of school, I have been waiting four hours for you Barbara. Now I am not your Father but it is your job to let me know where you are and whether or not you can go out on patrol with me, one phone call or text message could have saved you this entire speech if you had just told me that you'd be late. I'm telling you what I told Dick, I want you one hundred per cent or nothing at all… now I'm willing to let this one go easy since this is the first time you've been late in a year but if it happens again Barbara then you might as well not come back. Now go and suit up, it was dark an hour ago and we don't have any more time to waste" Bruce said before pulling his cowl over his head and heading for the Batmobile.

Barbara simply nodded as one of Bruce Wayne's famous speeches coupled with his infamous glare resolved the matter in just a few seconds.

Several minutes later Barbara emerged from a door in the Batcave wearing a black costume with a yellow utility belt and a big yellow bat on her chest, her flowing red hair peaked out of a crevice in the back of her cowl. Batgirl proceeded to walk over to Batman who was now inside the Batmobile and hopped in to join him. With the two now ready Batman pressed the ignition sequence of the famous car and the engine roared to life, the Batmobile flew out of the Batcave leaving behind a streak of blue from the nitrous boosters and started heading towards the city lights.

Barbara sat silently in her seat watching the streets as buildings blurred by distorted by the velocity of the car they were in, she would rather look out of the one way windows than turn towards her mentor because she knew what she would see. Batgirl began turning her head towards the driver's seat of the vehicle and was met with the sight she guessed she would get; Batman was just sat there with his gloved hands on the black leather steering wheel staring straight ahead. If she could have even placed a few words to describe the look on his face she would have guessed determined and annoyed.

Barbara thought it would be best not to start a conversation with the Dark Knight yet; she was still relatively new to this kind of thing and didn't fully understand the way Bruce Wayne acted when he wore the cowl. But to be more precise she didn't understand the way Batman acted when took off the cowl, she had only been doing this for a year and most of that year was spent in training but if she had to count then this would be her sixth proper field run. While she was thinking about all of these things she couldn't help but notice that he was still a statue, only using his hands to turn the wheel every so often to get to their desired destination.

She didn't want him blocking her out all night so in a vain effort to get him to talk to her she decided to visit the source of the problem.

"Bruce…? Why didn't you shout at me or punish me for being late?" Barbara said playing with the fiery red hair that receded from her cowl.

Batman said nothing and he wasn't going to either but he quickly averted his eyes from the road and spared a glance towards his newest partner, the look on her face was one of complete rejection. Batman couldn't help but grumble at the way she was acting, twirling her hair with her fingers and putting the sad puppy dog eyes on… how many people had she tried this on.

"Barbara I didn't yell at you because it would be counterproductive" Bruce said as he turned his sight back towards the streets of Gotham.

Barbara's brilliant blue eyes lit up as she heard him talk to her, "But you yelled at Dick whenever he screwed up… is it because I'm a girl?" Batgirl said placing her yellow gloved hands on her hips giving him a stern look.

Batman turned to face her with a look of disbelief on his face, "Barbara you know I work with women all of the time. Believe me that is not the problem" Bruce said trying to let that little question slide.

"But I messed up and you didn't chew me out, what the difference between me and Dick?" Batgirl asked wanting to know why he treated them differently.

Batman slammed his foot down on the break and the car came to a grinding halt, "There is no difference Barbara. You are both my partners and the only reason why I didn't shout at you for being late was because it was the first time it happened since you started doing this with me; it was exactly the same for Dick. The first time he messed up I told him to pick himself up and dust himself off just like I told you, and the only reason I did that to the both of you was because it was the first time. Remember what I told you in the Cave? If it happens again then I will approach the situation just like I did with Dick and do you know how that will turn out Barbara?" Bruce said as he sat turned to her in his seat.

Barbara shook her head giving him a firm answer.

"In success… Dick has his own team now; he's always ready for anything that comes his way and when he makes a mistake he knows to pinpoint the source of what caused said mistake and work on it. Whether it be he got sloppy or cocky or he didn't account for a certain variable, it doesn't matter because he knows that he can be better. All I want is for you to become as good as Robin if not better Barbara because you have the potential to become something great, now get your head in the game because this isn't the time for doubts. If you want to talk about this later then I'm open to it but not right now, right now we have a job to do" Batman finished as he placed his foot back on the gas peddle.

* * *

Earth's Orbit- The Watchtower- Evening

"So… I mean am I just supposed to stay up here until I can find a place for myself or what?" Peter asked Superman unsure what the heck he was supposed to be doing now.

"I've already told you not to worry about anything Peter; we'll help you get back on your feet. But yes in the meantime you're gonna have to stay here. Don't worry about it though, Hawkgirl lives here as does Lantern and J'onn has agreed to stay on the Watchtower for the time being anyway so if you need to talk to him then please do so" Superman said walking towards the bright white pad in the middle of the observation deck. J'onn was at the control panel ready to send Superman off back to Metropolis.

"Oh yeah and not that I'm not grateful for that but I've been meaning to ask… where am I gonna live?" Spider-Man said scratching the top of his head through his red mask.

"Well that'll have to be your decision once you're capable enough to strike out on your own again, just try not to worry about it and get some sleep. You've got a big day ahead of you tomorrow" Superman said winking, he then signalled J'onn to activate the teleporter and in a bright flash of light he was gone.

"Wait… tomorrow? Hey J'onn what did he mean by that?" Peter said looking towards the green Martian.

"Who knows… perhaps an initiation of some kind, just be prepared in mind and in body and whatever it is I trust you'll be ready" J'onn said guiding Peter to his room once again.

"Do you always answer in philosophical sentences?" Spidey questioned the wise alien.

"More often than you would think" J'onn said sporting a small smile over his green features.

Peter waved J'onn off before heading into his room; the Watchtower was still crawling with heroes as it operated 24/7. Spider-Man merely walked over to his bed and pulled his mask off; he sat on the bed idly thumbing his mask. It seemed with nothing to do now and nobody to talk to his mind started to drift back to his family and friends, the ones that he would never see again. Tears almost spilled out of his eyes as he thought about his Aunt May, he missed every little thing about her he even started missing her famous wheat cakes she constantly made for him. The last thing he remembered of Mary Jane was the kiss he shared with her after she saved him from being killed… well delayed it more like but that didn't matter.

'I wonder how they're doing without me' Peter thought to himself, although the more he dwelt on it the more it upset him.

The Watcher told him to just get on with his life, they had probably moved on so it was only fair he did too… right? Well that's easier said than done and Peter couldn't bring himself to forget them.

'But the world has moved on from me, they've got a new Spider-Man to numb the pain. I wonder if they're treating him like dirt… if what the Watcher said was true and he's been Spider-Man for three years then he lasted longer than I did. Maybe he's a good kid, I just hope none of my enemies are giving him too much trouble' Peter sat there silently again stewing in his own thoughts.

He was about to try and turn in for the night when his door suddenly slid open, he looked up to see Hawkgirl standing in the doorway with a solemn look on her face.

"Hey Peter, how are you holding up?" Shayera asked walking into his room and taking a seat by him on his bed.

"Who… me? I'm fine, never better actually… hey did you know that Wonder Woman is a Princess because I sure didn't…" Peter quickly attempted to dry his tears and cover up his anguish with mindless babble about a certain Amazonian beauty.

Shayera grabbed his hand and held it in her lap, "Peter you can't bottle up your emotions like this… hiding them only leads to complications. Please don't be upset… as much as I like you I won't hesitate to knock some sense into that big brain of yours" she said as she gently tapped his head.

"I-I know… I just don't know what to do, it's at times like these I normally go for a swing to clear the cobwebs" Spider-Man said casting a glance in her general direction.

"I know Peter but you can't leave yet, we have a lot to deal with. What with tomorrow and everything else-" Hawkgirl said not realizing her slip up.

"Tomorrow? Why is everybody mentioning something happening tomorrow? What's going on…? It's not bad is it?" Spider-Man asked, he wasn't worried that they might just throw him out but he was worried they might try to recruit him. What could he possibly do that Superman can't?

"Oh no it was supposed to be a surprise, don't tell anyone I told you though… but we all want you to join the team Peter. Tomorrow we're running you through some drills just to see what you can do, you have nothing to be afraid of" Hawkgirl said trying to ease any fear he might have.

"Yeah but it better not be too brutal… I think I can handle whatever you guys throw at me though" Spider-Man said trying to keep in a positive state of mind.

"That's exactly what I wanted to hear kiddo… you'll do great" the red headed woman said as she left her seat on his bed and moved to the door.

"Thanks for the pep talk coach" Spidey said as got up and sat down at his desk.

Shayera smiled and closed the door with the press of her petite hand on the pad, she then decided she would get some rest too because she also had to be bright and early to prepare. Peter on the other hand couldn't sleep, he was tired sure but he was extremely anxious.

The words of advice he had gotten from nearly half of the core League had eased him somewhat but he still couldn't shake the nervousness. The entire League had been so great and kind and helpful but Peter wished that Flash hadn't gone home, then at least he could take his mind off of everything and just goof off with his friend.

"Why did he have to go again? Oh yeah… the twins" Spidey muttered to himself, apparently Flash had been seeing this girl who he met on his regular job and insisted it was nothing serious… but then he found out she had a twin sister.

"Seriously? How can one guy be so lucky? Of course if he's fast at everything then 'the twins' might be a little disappointed" Peter joked to himself trying to find something to work on.

Unfortunately his efforts proved futile as he was once again bored and back in bed, after a quick change of clothes of course. He had found an old t-shirt and a pair of grey sweatpants to sleep in but the only problem was they were itchy as hell.

When Peter's head finally hit the soft white pillow he was instantly rendered unconscious, he hadn't slept in ages discounting the time he spent in suspended after life but maybe a good night's rest was just what he needed.

* * *

Gotham City- GCPD Building- Night

While normal heroes usually slumbered at this time in the day others preferred to work in the darkness, seen as creatures of the night the Bat-Clan use this to instil fear into the hearts of scum and criminals. But in the past year it had just been Bruce and Barbara working Gotham's streets, the Boy Wonder had taken to lead his own team and this gave Bruce the opportunity to focus more of his attention on Batgirl. She was still raw, less so than when she first started this lifestyle but Robin was sixteen now and he had trained him since he was nine. Batman was determined to do the same with his second protégé, a woman's touch was always an addition to any situation and Barbara was no different.

Unlike Barbara, Robin lacked finesse. While he was as one with the shadows as the Bat himself he always tried to use brute strength to overpower his opponent, this never worked when they were fighting Bane or Killer Croc and Dick had learnt that the hard way. Batgirl was quieter, quicker and incredibly subtle. She had already mastered the art of surprising her opponent in so little time but she still relied heavily on gadgets and speed, this lack of trust in her own abilities always led her to second guess and doubt herself. Given time though the Dark Knight would shake her of that habit and it was on nights like these that proved to be great practice.

Batman had spotted the Bat-signal looming over the skies of Gotham and knew he was needed, after he along with Batgirl arrived at the GCPD they shot their grapnel launchers up towards the rooftop and were instantly pulled up with frightening speed. As the two shadows landed gracefully on the roof they were greeted by a familiar gruff voice, one all too familiar to Barbara.

"It's about time you two showed up, I was beginning to think we were gonna have to go in without backup" Commissioner James Gordon greeted the crime fighting duo as they walked towards him and another detective by his side.

"Backup! Since when did we start calling these freaks backup? Hey Bats I see the Boy Blunders still hanging out with those super twerps, it's a shame you can't up and leave too" Detective Harvey Bullock insulted the Dark Knight and shouted straight into his stoic face. Batman however did not even flinch as he was used to this kind of treatment by Gotham's rudest detective.

"That's enough out of you Bullock; now shut it before you find yourself suspended. Now before I was so rudely interrupted I called you in because of a potential biological threat" Commissioner Gordon said as he began pointing to a grainy brown cloud of mist in the distance, Detective Bullock began mumbling random obscenities under his breath.

Batman instantly zoomed in using his cowl's enhanced visual capabilities and determined who was responsible, his first initial thought when he heard the phrase 'biological' was Poison Ivy but he had learnt never to jump to conclusions. The only other possibility especially taking the colour of the mist into account was that the Scarecrow was loose; it looked as though he had released a small amount of his fear gas and it seemed to be collecting in one area. That must have been where it originated from, an area near Gotham Docks.

"Crane…" Batman said looking off into the distance.

"I-y-yeah… I didn't even- how did you know?" Commissioner Gordon questioned Batman with a dumbfounded expression cast across his visage.

Batgirl piped in speaking for the first time, "Hello…? World's Greatest Detective?" Barbara said trying to keep her sentences around her Father short and to the point. She didn't want him recognizing her voice after all, she would probably be grounded for eternity if he ever found out she went out at night dressed like a bat beating useless hoods up.

Commissioner Gordon merely glanced at her as though studying her face; he quickly averted his gaze when he realized Batgirl had noticed. He glanced back to Batman who was moving towards the edge of the building along with Batgirl following not long after.

"He broke out of Arkham a couple of weeks ago, put seven guards into fear induced epileptic fits… do you think you can handle him?" Commissioner Gordon visibly shuddered as he remembered the horrible incident.

Batman didn't turn to face him but replied none the less, "Don't I always" he said before he and his partner leaped off of the rooftop and disappeared into the streets below.

Batgirl was using every bit of her training to keep up with Batman, the man on a mission was vaulting over buildings acrobatically manoeuvring everything in his path trying to get to the source of the mist.

"Mask's on" Batman shouted back to his protégé as they free ran across Gotham's many buildings and were now a few feet away from where the mist started.

Batgirl said nothing but lightly pressed her two fore fingers to the side of her cowl, the result was a built in gas mask sliding down over her jaw and covering up her mouth. Batman did the same thing and got the same result, the sky was ominously dark and it had begun raining heavily.

The duo continued running jumping rooftop after rooftop, it was tiring of course but it was the only mode of transportation. The streets were in utter chaos, citizens were panicking all over running frantically as well as screaming random obscenities such as 'get them off of me' or 'somebody help me'. The gas was clearly making them experience their own personal fears; something Batman had done himself when he faced the Scarecrow for the first time early on in his career.

They couldn't have taken the Batmobile through the streets as they would have surely hit some unsuspecting person in the thick of the gas; on foot was the safest bet as well as the faster route.

The pair of bats came to a stop on a rooftop near Gotham Docks, Batman stood tall as his gas mask purified the polluted air he breathed in. Batgirl was looking around glancing in every direction just looking for a hint of the Scarecrow but she couldn't help but shudder.

Whenever she thought about the demented criminal it chilled her to the bone, she would never admit it out loud but the man terrified her and she hadn't even come into contact with him yet. She had seen the file on Dr. Jonathan Crane on the Bat-computer, Bruce had told her to study every single rogue in his gallery just in case she ever ran into one of them which she knew as soon as she donned the cowl was inevitable. Batman told her to ignore his costume because that's all it was… a costume. He was just a pathetic wash out of a man in a Halloween costume, that's how she preferred to think of him.

"Uhh Batman? Did you know that Crane had escaped from Arkham?" Barbara questioned her mentor unsure if knew or not, mainly because nothing ever happened without him knowing.

"Yes… I followed the trail he left behind too; it led to an old abandoned psychiatric hospital. It was obvious he was there but he lured me into a trap" Bruce explained what happened but not in great detail.

"But… what happened?" Batgirl asked confused as to why he was so blunt with her.

"I got out" Batman said not wanting to reveal any more of what happened there. The truth is he confronted the Scarecrow at the hospital but was attacked from behind by his henchmen, while he was occupied the Scarecrow sprayed an enhanced version of his fear gas in his face and poured gasoline all over him… after which he then set the Dark Knight on fire.

Batman gritted his teeth just thinking about the ordeal, he was lucky he had just enough sense to contact Alfred and tell him he needed his help. He was going to make Crane hurt before he took him back to Arkham.

Barbara was about to press the matter further but stopped when she noticed Batman had his white eyes fixed on a certain point, she followed his line of sight and realized what he was so interested in. He had spotted two men in gas masks loading several oil drums into a black van outside of an old water treatment plant, it still looked operational but she could tell it must have been built decades ago. Batgirl knew that this was their target and followed her mentor as he leaped from the building they were on and spread his cape wide. The material his cape consisted of is called memory cloth, the cloth can be worn as a cape but when the wearer sends an electric current through the cloth it becomes solid. It can be altered to fit around any shape and Batman used it to shape his cape into wings, he also implemented the technology for his apprentices as well like Batgirl.

Batman landed silently and crept up to the oblivious thugs taking them down by hitting their heads together instantly knocking them out, Batgirl landed shortly after and took out two pairs of steel handcuffs she used to apprehend the unconscious pair of crooks. She then looked over to Batman who had slid his gas mask back into his cowl to learn what she had to do next; Batman merely nodded his head at her and took off through the open steel shutters of the water plant. Barbara knew what this meant and she acknowledged his departure by firing her grapnel gun up to the roof of the water plant, they were to split up and remain unseen. Barbara pressed the side of her cowl and the gas mask slid back out of view. She smiled to herself as she knew she was good at being unnoticed, she learnt from the best so this was child's play to her.

* * *

Metropolis- Clark Kent's Apartment- Evening

Clark couldn't sleep, after stopping several robberies and a small gang fight the city had grown quiet. He was alone in his apartment with the television on but he didn't seem to be watching it, it looked as though he was just staring straight at the wall. One of his hands were resting on his knee while the other was holding his chin, he had already gotten changed for bed and was sporting a pair of blue striped pyjama bottoms with no shirt.

But his mind wasn't on sleep right now; in fact it was far from it. He'd been thinking about two people for about an hour now and he still couldn't get them off of his mind, those two people being a family member and a brand new addition to his life. His cousin Kara Kent and Peter Parker, coincidently being double alliteration.

The latter of the two just dropped out of the sky confused as to where he was, Clark couldn't help but feel sympathy for the young man as he too had lost his home world. But Clark grew up on Earth and wasn't even old enough to talk when he was sent there, he was raised by two of the most kind hearted people on the planet and didn't even know about his heritage so he held no sentimental connection to Krypton aside from it being where his entire race and biological parents were wiped out. As far as he was concerned Earth was his home and Krypton was a thing of the past, but he figured it was quite a different story for Peter. He was a human being and he grew up on his Earth just like a human is supposed to, so he grew attached to his home and everyone in it establishing relationships with his family and friends. That's why it'll be even more difficult for him to let go but Clark had some experience in this field as did the other core members of the Justice League when they had to help an emotionally scarred J'onn J'onzz settle into his new life.

Feeling a little more confident about Peter's situation Clark felt a smile tug at his lips, he wasn't going to let Peter feel alone. He felt determined that he was going to help Peter along this new path and offer any assistance he could every step of the way, the boy had already shown so much potential through the visions and Clark knew he would become an even greater hero than he already was… it would just take some time.

Now switching to the other subject of his thought Clark couldn't help but get up out of his thinking stupor and pace around his living room.

'Oh Kara why on Earth would you decide to stay in the future? I don't know whether you're okay or not but how could I even begin to guess? You're in the future, it's impossible for me to know… maybe I won't ever know' Clark thought dimly as his pacing came to a stop.

He stopped on that note and realized he was thinking such negative thoughts; he scolded himself for thinking about never seeing her again. He had to stay in a positive frame of mind and slowly persuaded himself that she would be fine, after all she was Supergirl. Clark sat back down and thought about the message he got from her, he remembered she mentioned making a real difference in the 30th century and from what Green Lantern and Green Arrow told him she had found somebody that made her happy. He was upset at first over loosing another of his family but quickly found the bright side of things, of course he was surprised to find out the person that made her happy was a descendent of Braniac who wasn't evil.

He was about to get up from the couch but was suddenly interrupted by the ringing of his phone, he grabbed it and hit the answer button.

"Hello?" Clark said wondering who would be calling at a time like this.

"How you doing Smallville, I haven't heard from you in a while. Where did you disappear to the other day?" it was Lois Lane on the other end of the phone wondering what had happened to Clark the day of the flash of light in the sky.

"Oh hey Lois I've been a little busy trying to sort out a couple of things, I hope I didn't worry you" Clark said whilst smirking taking note of the slight hint of concern in her voice.

"Who…? Me? Not a chance farm-boy, I was just wondering if you'd be gone long enough for me to take some of your stories off your hands… but what were you doing anyway? I had to walk myself home you know" Lois said trying not to sound too worried; it was no secret at the Planet that the two shared a close relationship but there was speculation that they were an item. Unfortunately to all of the gossip mongers they are just close friends but who knows, maybe it could develop into something a little more intimate.

"I had to leave, I was helping out a friend who… well let's just say is at a big moment in his life" Clark said trying to find the right words to describe Peter's predicament and not give away too much to his colleague.

"Well alright, I hope your friend is alright. I'll talk to you later okay Clark?" Lois asked sensing the call coming to an end as there wasn't much left to say.

"Yeah okay, goodnight Lois" Clark said as he heard her put down the phone on the other end.

'Good night to you too Kara, I hope you have pleasant dreams' Clark thought to himself as he switched the television off and made his way to his bedroom. He pulled back the covers to his bed and got in waiting for a well-deserved night's rest, but as he slowly felt his grasp on reality slip from him his mind couldn't help but wonder to an old friend who right at this moment would definitely not be sleeping.

* * *

Gotham City- Old Water Treatment Plant- Night

Batgirl was crouched on the roof of the water plant stalking towards the skylight she had spotted, Batman had signalled for them to split up and he decided to take a more direct approach to Crane while she stayed up high and out of sight. She wasn't worried about him because she had learnt that he could handle anything that was thrown at him but on the off chance that he can't well there is the Justice League, but not on nights like this. On nights like this she was his only backup and she held the responsibility like a crown.

Batgirl carefully looked into the skylight and saw darkness, a dark room filled with a bunch of metallic hydraulics pumping away making as much noise as possible. She scanned the room with her blue eyes and saw that another couple of men were handling one of those oil drums she had seen outside of the plant, it wasn't until they lifted it up and took it towards a large water pipe that she deduced what they were doing.

They were dumping the contents of the oil drum into the water supply, she had to stop them. She carefully opened the skylight and dropped to a high platform in the room guarded by rails; Batgirl then reached into her yellow utility belt and pulled out a black batarang. She took aim at the two men who were close enough together that if she hit one then it might just ricochet off of him and smack the other one too. As she was about to let metal fly she hesitated as a door to the room slid open, she decided to see who was on the other side before she acted, Barbara quickly realized that she had thought right as the dreaded Scarecrow entered the room follow by at least ten henchmen.

"Alright boys I want every single drum of my toxin emptied into the pipes, everyone in Gotham must know what fear is and this will bring about their worst nightmares" Scarecrow ordered the stitched mouth on his mask twisting into an evil smile that would make anyone scream.

Batgirl almost did, she had to hold one of her hands to her mouth in order for her to suppress her fear. The Scarecrow was dressed in dark suit like any other businessman would wear and a demonic looking mask, the suit looked normal enough but she had read the file on Scarecrow and knew what it held hidden away in the sleeves of the jacket. On his right arm was some kind of mechanism that propels a sharp scythe looking object capable of cutting whoever got close enough in two, on his other arm was a small deposit of his fear toxin that he could spray into any unsuspecting victim making them experience their worst nightmares in a matter of seconds. She crouched low on her platform in order to not be seen and wondered where the Dark Knight was, she glanced around the entire room looking deep into the shadows trying to pinpoint where the Batman was if he was even in the same room as her.

Barbara was getting anxious as more and more of the fear toxin was being dumped into Gotham's water supply, she had to act fast. She had determined that the thugs weren't carrying any guns but she didn't know if they had any stashed away somewhere on their person, she couldn't risk exposing herself as there was too many of them and factor in the possibility of gun's being fired at her from every which way didn't sound safe. She had to hold her position and wait for an opening, the room was covered in shadows though and she could use that to her advantage.

Batgirl gracefully and quietly leapt down from the guard rail she was on and landed in the corner of the room, she looked around surveying her surroundings seeing the men separated into groups of two each handling drums of what she found out before was fear toxin. She stayed silent waiting for an opening, maybe one of them would wonder off after they were finished. But it seemed that this plan of action wouldn't be needed as she suddenly noticed a batarang soar through the air and break each light in the room rendering it in complete blackness.

"The lights! Switch them back on! He's here you fools!" Scarecrow shouted with slight panic in his voice as his henchmen dropped the drums of fear toxin and scrambled for a light or some kind of weapon for a means to protect themselves.

Batgirl saw this as an opportunity and acted quickly as she ran towards the first thug she had seen and quickly swept his legs, the man hit the ground with a thud and Barbara proceeded to punch him in the nose hard. She heard a crunch and the man's head hit the floor, she had broken his nose and he seemed to pass out form the pain. She quickly moved to the second thug who was holding a crowbar and seemed to be terrified, she used that to her advantage and leapt up at tall man delivering a hard knee to his chin. The man seemed resilient as he stumbled back now bleeding from his mouth, he took a wild swing at whatever had hit him and Barbara had to weave to the left before jabbing him in the throat. The man hit the ground gripping his throat with is hands coughing violently, Batgirl was about to move on when she noticed the shape of a giant bat move through the rest of the men like a demon. It was over in about a minute as the last man hit the floor and Barbara noticed Batman stood menacingly over the fallen body; she noticed his white eyes narrow as he began glancing around looking for any sign of the Scarecrow.

It wasn't until he heard a small gasp that he turned his gaze to the sight of Scarecrow holding Batgirl with her arm behind her back. Batman gritted his teeth as his jaw hardened; he took a few steps towards the maniac before he was stopped.

"Not another step Batman or your precious sidekick gets a dose of her worst fears" Scarecrow said as he held his arm up towards her face waiting for the Dark Knight to move even slightly.

Batman stood stock still as he watched Crane struggle to hold Barbara in place, he knew he didn't have to do anything.

Batgirl knew Batman wasn't going to do anything; this was all down to her. She remembered that Crane was just a wimp in a mask and she tried to think quickly about the best possible way of attack when it suddenly hit her, her gas mask. With her free hand she struck her elbow into Crane's stomach and quickly pressed her two fore fingers to the side of her cowl, her mask instantly appeared as Crane's spray left his sleeve. The spray came into contact with her mask and she knew she was safe.

"Why you little bi-" Scarecrow's distorted voice was cut off as she uppercut him as hard as she could sending him flying into a nearby machine.

He slid to the floor and appeared to be unconscious; Batman decided to walk over Barbara and placed a hand on her shoulder. She glanced up to him and smiled at him as she had just taken out the Scarecrow with little effort involved.

Batman proceeded to walk over to the slump form of the Scarecrow and crouched down to see if he was unconscious whilst removing the demonic mask the villain donned, he was quickly answered as Crane lashed his arm out at his face in attempt to spray him.

Batman saw this coming and quickly grabbed his arm turning it on Scarecrow himself, Crane's eyes widened as he was met with his own fear gas.

"A taste of your own medicine, doctor?" Batman said as he got up and watched as Crane began feeling the effects of his own creation.

Batgirl watched as Crane began screaming and cowering in fear as he looked up at Batman, the screams pierced her ears as she walked over to Batman. She noticed Crane turn his attention towards her and seemed to scream even louder as he struggled to crawl away from the duo.

"I don't get it, why is he screaming just by looking at us?" Batgirl said as Batman grabbed Crane by the shirt of his collar and delivered a devastating head butt instantly knocking him out.

"He's experiencing his worst fear" Batman said as he sent his co-ordinate's back to the GCPD via the small computer in his gauntlet.

"You mean he's…" Batgirl started but trailed off as she realized what he was afraid of.

"Chiroptophobic… he has a phobia of bats" Batman said as he and Batgirl decided to leave the warehouse but not before tying everyone up.

Batman and Batgirl were watching from a rooftop as the authorities took the henchmen to prison and Crane back to Arkham Asylum, they turned and saw that the gas in the air was somewhat thinning.

"That's… ironic, that he's afraid of bats I mean" Batgirl said as she and Batman moved through the rooftops.

"I know, the gas may be depleting but it will still be affecting the public which means wide spread panic. They'll be riots and chaos but we can't deal with this the direct way, we have to get back to the Cave and develop an antidote. Once we're done with that I'll have Luscious mass produce it, it should rid the city of the gas and then things should return back to normal… well as normal as they were" Batman said as the two headed back to the GCPD building for the Batmobile.

"Oh good I thought we were going to have to run around all night stopping fear induced crime" Batgirl said breathing a sigh of release, people acted crazy when they were scared.

"We'd be wasting our time, even the people we help would see us as something to be afraid of. We'd be overwhelmed by the public's sheer numbers; the police can handle the fallout until I manufacture an antigen. Now come on, we're heading home" Batman said as he leapt from a building spreading his cape wide.

Batgirl did the same and the two glided towards the now visible Batmobile, the hood began to lift and the two accurately landed inside. Batman shifted it into gear and slammed his foot on the gas pedal heading for Wayne Manor on the secluded outskirts of the city.

The ride home was somewhat silent with Barbara yawning every now and then, she was never usually this tired but it looks like the party she went to must have taken a lot out of her. The Batmobile came to a grinding halt inside the Batcave and Batgirl was the first to get out as the roof slid open, Batman followed shortly after hopping out and heading towards the Batcomputer.

Batgirl took a seat next to him and undid her cowl letting her true face be seen, Batman did the same and the face Bruce Wayne soon appeared. Batman began typing away on his computer while Barbara merely watched him work, it wasn't until he spoke up that the two of noticed it wasn't just the two of them anymore.

"Master Bruce I see you've come home rather early this evening, to what do I owe the honor?" Alfred said as he brought in a regal silver tray which held two cups of tea.

"We had a run in with the Scarecrow, he's released a small amount of gas into the air of Gotham but it's still affecting the public in a dangerous way and I'm developing an anti-agent to counter act the effects. The only thing I can't place my finger on is why Crane would dump his toxin into the water supply; it has no affect in its liquid status" Bruce not once taking his eyes off of the giant computer screen in front of him.

"Ah while that is worrying Master Bruce I'll let you deal with that while I serve the tea" Alfred said handing a cup to Barbara who smiled and thanked him in return, the second cup he placed next to Bruce on the arm of his chair.

He then proceeded to walk over to the table he had sat down at earlier and began reading a small novel, Barbara sipped her tea and relished the feeling of it warming her up. She felt pretty tired though and just wanted to go to bed but she felt guilty about letting Bruce do all the work.

"You can go to bed Barbara, I know you're tired" Bruce said taking a big gulp of his tea.

"B-but I can't help if I'm asleep Bruce" Barbara said not wanting to disappoint her teacher.

"Barbara I'd rather have you here under a full night's rest than when you're half awake, your work will get sloppy and we don't have time for mistakes so just get some rest and I'll wake you in the morning" Bruce said as he got back to typing rapidly.

"I… thanks Bruce" Barbara said as got up and slowly made her way for the elevator, she really couldn't be bothered to trek up the long flight of stairs at the entrance to the Cave.

"… And Barbara… you did a good job tonight" Bruce said sparing a glance her way whilst throwing her a smile before getting back into his work.

Barbara smiled to herself as the elevator doors shut and she ascended towards her room's floor, all she could think about now was her head hitting a soft cool pillow.

* * *

**Well there we go, what did you think? Let me know if you enjoyed it because there's plenty more on the way!**


	4. Welcome to the League

**Hello again to everyone, chapter four is up and I'd like to thank everyone for their continued support.**

**Wonijs: I'm glad you're enjoying it and thanks for the compliment.**

**AvengersEMH: Yeah it was kind of hard to avoid certain things because they had already been done before but I'm glad you like it, as to Donna Troy with Spidey I don't know maybe but I'm kind of leaning more towards Batgirl.**

**Jess Marylin: Fantastic that you like it and I'm glad you think so.**

**Jack Grey Logan: Wow, you sound like you know your stuff. I'm not too familiar with some of the story lines in the DC comics but I have thought about your suggestion on the Secret Wars arc and I'm thinking of a way to write that in, I think it would be cool for this Peter to experience that just like his older counterpart did but in a completely different universe and since he's in a completely different universe then wouldn't that mean a completely different black suit? Who knows.**

**coldblue: That's one hell of a list, thanks for all of the suggestions and I find them all interesting. For some reason though I really like Blackfire, she's just the complete opposite to Starfire and that might be cool to try and play out. As for the rest of them I don't know, you have really given me a lot to think about because there is just so much to choose from. Anyway I'm happy you like it so far and please if you have any more suggestions then PM me or review.**

**Codecrash: You raise a valid point about the costume and I too think the Unlimited costume is awesome but I just can't see Spidey with a cape even if it is made out of webbing, I didn't go for his usual look though he's actually wearing something similar to the new urban in the ASM movie. And to answer your question about the symbiote I am planning to write that in but as a completely different look and I'm also thinking of it making Peter a bit more powerful than in his old universe or the 616 universe as I feel Spidey's a little underpowered compared to the League, I'm not going to make him god like but I was going to have the suit triple his abilities instead of doubling them or something along those lines. As for the love interests they will most likely be a heroine but they could be a villainess, who knows. The girls in the running are Batgirl, Donna Troy, Blackfire, Zatanna and I have even considered Jinx or Raven.**

** edboy4926 and Jason123456: Thanks glad you're enjoying it.**

**To all those that have followed, faved and reviewed thank you for the support and enjoy.**

**Disclaimer: I do not own Ultimate Spider-Man, Justice League Unlimited or the Teen Titans in any way shape or form. I also don't own any other show I might decide to write into this.**

* * *

**Welcome to the League**

'Last night was a couple of hours too long…' Barbara groaned in her head as she slumped out of the bed in her guest room in Wayne Manor.

She eyed her alarm clock and quickly saw that it was 6:30am on a Saturday, why had she gotten up this early. She slowly dragged herself towards the large bedroom door but stopped suddenly, she had caught her reflection in the large mirror on the mantel piece. If she could even call it a reflection, her fiery red hair was a complete mess and her piercing sapphire eyes were only hindered by the dark bags forming over them.

She silently cursed to herself and was about to open the door when it was opened for her by a familiar face, he eyed her appearance carefully and she was more than certain he would make a comment on it. Probably an insult disguised as a compliment, yes he was good at them.

"Why Miss Gordon, have you been working the graveyard shift as they so commonly say?" Alfred said his British accent fully pronouncing each word as they left his mouth.

"Wow you really know how to make a girl feel special huh Alfred?" Barbara said pushing past the taller man making her way down one of the ridiculously long hallways.

"It's one of my many qualities Miss Gordon, now please if you'll make your way to the kitchen I've taken the liberty of cooking up some pancakes. I know how much you enjoy them" Alfred said carefully walking beside the young girl.

"Thanks Alfred, we had a long night last night" Barbara said remembering the Scarecrow and his goons.

"Ah yes Master Bruce told me all about it, he's a frightening one that Scarecrow. I also made you some freshly squeezed orange juice with no pulp as you requested" Alfred said walking side by side with her as they began down one of the double sets of stairs leading to what Barbara liked to call the lobby of the mansion.

"That sounds delicious Alfred, thanks again" Barbara said as they separated at the bottom of the stairs. She was heading for the kitchen and he made his way towards the grandfather clock in the living room.

"Oh and Miss Gordon, when you're finished with your breakfast make your way into the Cave. Master Bruce said he has something of importance to discuss with you" Alfred said making the adjustments to the clocks hands and stepping inside.

Barbara wondered what he wanted to talk to her about as she sat down to her plate of pancakes, whatever it is it must have something to do with last night.

* * *

The Batcave

The shadowed figure of Bruce Wayne was hard at work on his computer his gloved fingers gracefully dancing across the keyboard as they typed, he was adding to his rogue file on Scarecrow updating all of his rogue files after a confrontation with them.

His typing was interrupted by the sound of footsteps hitting the floor of the Cave and he knew they were the footsteps of his friend or more commonly referred to as his butler Alfred.

"Is she up already?" Bruce said not taking his eyes off of the screen as he typed.

"Yes but I've made her breakfast so it might take her a while to join us I'm afraid, have you spoken to Lucious yet?" Alfred said taking a seat at the black desk a few feet away from the Bat-computer.

"It would have taken me at least a full day to develop an antidote on my own so I had a few extra hands up at the Watchtower speed the process up. I gave the finished compound to Lucious and he's running it through as we speak" Bruce said having finished typing he turned to Alfred and pulled his cowl back over his head.

"Ah jolly good then, but Master Bruce it is a Saturday and surely Miss Gordon will want to go off gallivanting around Gotham with her friends and what not. In light of recent events and the gas still around is that wise sir?" Alfred said concerned for her safety.

He may not show it but Alfred cares for the Bat-family hugely, he raised Bruce Wayne like a son and took care of Dick Grayson just as well. When Barbara came into the picture not too long ago he welcomed her with open arms and made her feel comfortable in her new lifestyle, now though they just have jabs at each other whenever they get the opportunity.

"Well she is just a teenager, they have social lives don't they. It's alright though Alfred; she's accompanying me to the Watchtower where at least I know she'll be safe. Plus Diana's been talking my ear off with how she wants to meet my new protégé; even Flash wants to meet her" Batman said adjusting his utility belt making sure he has all of the supplies he needs to be prepared for anything.

"Are you sure introducing Miss Gordon to Wallace is… appropriate sir?" Alfred said himself being fully aware of the Flash's notorious reputation with women.

"I'll avoid it if I can but I work with him almost every day, but if he even looks at her the wrong way I'll break both his legs" Batman said smiling to himself. Barbara was new to this whole hero thing and she was still being trained, he didn't need the Flash distracting her from anything.

"Ah that sounds like a fitting punishment Master Bruce" Alfred said smiling whilst waiting for Barbara to finish her breakfast.

"What sounds like a fitting punishment?" a feminine voice said.

The two men turned to see Barbara at the top of the stone stairs leading into the Batcave; she was still wearing her pyjamas and her brilliant red hair was a mess hanging over her shoulders. She started walking down the steps towards them and waved at Alfred who gave a small wave back.

"Nothing Barbara, I see you're still practicing your presence awareness" Batman said smiling to her as he didn't even notice her enter the room.

"Well it worked didn't it? But why are you suited up, do you have somewhere you need to be?" Barbara said reaching the bottom of the steps feeling the cold stone beneath her bare feet.

"No… we have somewhere we need be, I'm taking you to the Watchtower so I can keep my eye on you" Batman said readying his himself for the trip.

"I... W-what! I get to go the Watchtower! I can meet Wonder Woman and S-Superman and all of the other-" Barbara couldn't contain her excitement and voiced it by shouting her sentences but she was swiftly cut off by a large black gloved hand covering her mouth.

"Yes you can meet my colleagues but please learn to keep your voice down Barbara, I'm going to be pretty busy but I could get someone to show you around. Preferably some of the female members" Batman said taking his hand away from her mouth.

"Oh my God! This is going to be so cool, Wonder Woman is my idol!" Barbara said now jumping up and down on the spot unable to mask her happiness.

"Alright… now go and suit up or else I'm leaving without you" Batman said his tone returning to its normal deadpan drone.

"Okay… I'll be right back, don't leave without me!" Barbara said as she ran to the changing room inside the cavern.

Batman merely shook his head and turned to look at Alfred, "If Dick calls tell him to reconnect with the Watchtower and ask for me there but I doubt he will" Batman said waiting for Barbara to return.

"Very well Master Bruce" Alfred replied.

"Okay I'm ready as I'll ever be" Batgirl said as she reappeared in front of the Dark Knight in her full costume.

Batman merely nodded, "Batman to Watchtower come in" Batman said as he touched his two fore fingers to his ear.

"J'onn here Batman, what do you need?" J'onn said as his voice droned through the communication earpiece.

"I need a teleportation up to the Watchtower and I'm bringing someone with me" Batman said in his usual dark gruff tone.

"Care to elaborate on who you are bringing, our last guest turned out to be a super hero from another world" J'onn said remembering the call Superman gave him when he said he was bringing someone to the Watchtower.

"It's nothing like that, I'm bringing a family member" Batman said glancing down at Batgirl and noticing her face light up with a wide smile.

"Oh when did Robin get back to Gotham?" J'onn said expecting his guest to be the Boy Wonder but last time he checked Robin was still in Jump City with his team.

"It's not Robin, teleport me and you'll find out who I'm bringing" Batman said placing his hand on Batgirl's shoulder waiting for the flash of light.

* * *

The Watchtower

The blue flash of light came and instead of standing in the Batcave the duo found themselves on the observation deck of the Watchtower, Batman had already begun walking over to the Martian Manhunter leaving a confused and amazed Batgirl alone.

She had never seen anything like it, the view was incredible. She was looking at her planet from the stars, it was blue and magnificent but she couldn't help notice how small it looked from all the way up there. That was the reason the Justice League existed, to protect the planet from extra-terrestrial threats. It needed protecting too, it looked so fragile and vulnerable suspended in space.

Batgirl was suddenly brought out of her dream like daze by the voice of her mentor.

"Batgirl this is Martian Manhunter" Batman said referring to the tall green man in the blue cape.

"I-I… h-hello, nice to meet you" Batgirl said noticing his outstretched hand and giving it a firm shake.

"It's nice to meet you too Batgirl, I must say when I heard about a Batgirl running around the streets of Gotham I thought it was just gossip made up by some of the members of the League but here you are" J'onn said looking her up and down. He had to admit she suited the costume and looked like she belonged in the Bat-clan.

"Oh why did you think I was a rumour?" Batgirl said feeling a little bit insulted about what he had just said.

"I don't mean anything by it; it's just that Batman never told me about you. In fact he never told me about Robin either, I only found out that Robin was Batman's first protégé when he formed the Teen Titans and I was quite surprised too because as everybody knows Batman prefers working alone in situations he can handle" J'onn said glancing towards the Dark Knight.

"While that is true if there is any situation I can't handle on my own it's good to have a contingency plan, Batgirl and Robin are reliable students and I can't think of anybody I would trust more to have my back in the field" Batman looking down at Batgirl and giving her the smallest of smiles.

"Thanks Batman" Batgirl said smiling back appreciating how much faith her mentor had in her.

"Is he awake yet?" Batman said to J'onn and caught the Martian off guard by the sudden subject change in the conversation.

"Oh you mean Spider-Man, no he isn't awake yet. We thought it'd be best if he got a few more hours sleep, it is only 7:00am" J'onn said walking with Batman and Batgirl towards Peter's room.

"I think it'd be best if he got up earlier, we aren't running a summer camp" Batman said as they arrived at the door. The door read Spider-Man in black letters since it was his room, this meant nobody entered without his permission. Well nobody but the core Leaguers and no one says no to the Batman.

"Wait out here and I'll get him up" Batman said placing his palm on the pad on the wall. The door slid open after recognizing Batman's security level and Batman walked in with the door sliding shut behind him.

He stopped for a second and surveyed the room, in the couple of days Peter had been there his room was a complete mess. Clothes were all over the floor as well as his suit and his desk was full of scrunched up pieces of paper, Batman ignored the chaos around him and walked towards the snoring sleeping form of Peter Parker.

"Get up" Batman said without any warning to the unsuspecting nineteen year old.

"Ahhhhhh!" Peter shouted and upon instinct he sprung up to the ceiling and stuck there, he was scared out of his wits and thought he heard something that sounded like a demon.

Batman was a little surprised by his sudden show of awareness and agility but he didn't show it, "Get down and get dressed we have things to do" Batman said throwing the red and blue costume at the upside down man.

"Oh it's just you, I thought you were a demon or something… somehow you're worse" Peter said letting go of the ceiling and grabbing his web-shooters off of his desk along with his utility belt.

"I know… hurry up Peter I'd prefer not waiting until Christmas" Batman said watching the young man put his costume on right up until the mask.

"Why? Did you not get the new gadget you asked Santa for last year?" Spidey said pulling down his mask as Batman had reopened the door.

Batman merely rolled his eyes and ignored the joke; he walked out of the room and was met with Batgirl and J'onn.

"We heard a shout, if everything okay?" Batgirl said as she noticed Batman wasn't alone. She saw he was being followed by a man in a skin tight red and blue suit with wide white eye lenses and a black spider on his chest.

"Everything's okay, Spider-Man merely woke up" Batman said as the two of them

Spider-Man popped his head up behind Batman's shoulder and gave a small wave to Batgirl, being the nice person that she is she decided to give a small wave back.

"Spider-Man I presume?" Batgirl asked curiously because she had never heard of a Spider-Man before.

"You presumed right… and you are?" Spider-Man said sticking out his hand.

"I'm Batgirl… I'm with him" Batgirl said shaking his hand and pointing a yellow gloved thumb to the Dark Knight.

"Wow Bats I didn't know you had a daughter, who's the Mother? Is there a Batwoman I should look out for?" Spidey joked to the trio and got a laugh from Batgirl, it was only then that he actually noticed J'onn was there.

"Hey J'onn what's up buddy?" Spider-Man said greeting his alien friend.

"I am well Spider-Man; I trust you slept well last night?" J'onn said smiling at the wall-crawler.

"Well besides the wakeup call I slept like a baby spider, all wrapped up in my snug web" Spider-Man said earning another smile from the Martian Manhunter but a confused questionable look from Batgirl.

"I'm kidding… I don't sleep in a web; I have a bed like everybody else. But I have to admit I'm kinda hurt you would think that, I didn't assume you slept upside down in a cave did I? " Spidey said folding his arms over his chest pretending to be offended.

"I don't know did you?" Batgirl said raising an eyebrow and mimicking his actions.

Spider-Man was about to throw a retort her way when he was cut off by the Dark Knight himself.

"If you're done exchanging pleasantries we can hurry up with your test run" Batman said turning away from them and heading towards the simulation room.

"Uhh test run boss?" Spidey said quickly following the Caped Crusader with Batgirl and J'onn at his side.

"I'm taking you to the simulation room, it's an advanced training facility designed with the abilities of Metahumans in mind such as yourself. We have one here and a smaller one in the Metro Tower, they're mainly used for combat training or sparring with other heroes but for you this is going to test a few of your abilities that I already know of" Batman droned not bothering to turn his head to the red and blue clad hero.

Spider-Man just shrugged his shoulders and kept following Batman as he had no idea where to go, it wasn't long before the group of four heroes ran into Wonder Woman.

"Hello Batman, J'onn and Spider-Man I see you are doing well?" Wonder Woman said brushing her raven hair from her shoulders.

"Me? I'm doing great, spectacular even" Spidey said in his usual upbeat friendly tone.

"Hello Wonder Woman" J'onn was about to address her as Diana out of habit but quickly refrained from doing so knowing they were in the presence of Batgirl and Spider-Man.

"Wonder Woman I'm taking Spider-Man to the simulation room for a test run, would you mind taking Batgirl off of my hands for the time being?" Batman said placing his hand on his apprentices shoulder.

"Hi" Batgirl said giving Wonder Woman a small wave and an over eager smile, she couldn't help it the Amazonian Princess was her idol. This was a dream come true meeting the cover girl for the Justice League.

"It is an honour to meet you Batgirl, I've been waiting to meet the girl who's taken much of the Batman's focus" Wonder Woman said making sure to pronounce the last part of that sentence very clearly.

Batman noticed the small amount of venom in her voice but chose to ignore rather than engage, he was busy as it was and when talking with Diana things seemed to get out of hand in a hurry. The other three present noticed it without any difficulty and it caused Barbara to visibly shift on the spot, J'onn to avert his focus elsewhere to the point where he was questioning himself whether he ate his last oreo or not and Spider-Man merely began whistling a merry tune from an old cartoon he watched as a kid.

The tension was thick and Batman was quick to end it, "Just show her around the Watchtower and introduce her to some of the other members. Keep her out of trouble and try not to run into the Flash" Batman said as he motioned for J'onn and Spider-Man to follow him.

The three male heroes departed and the two heroines were left standing there, Diana decided to show her around as Batman had requested and introduce her to some of the other members. The two slender women were walking and talking and trying to get to know one another better.

"So Batgirl how long have you been by Batman's side?" Wonder Woman asked curious as to how experienced she was in the field.

"Oh I would say about a year now officially; when I first put on the costume I was doing it without Batman's permission but as time went by he trusted me and let me go out on patrol with him" Batgirl said remembering her 'rogue' days as she used to call them.

"You are very young correct? And have no special abilities just like Batman, well if anybody's going to watch his back I'd prefer it to be you rather than have him patrol the city on his own" Wonder Woman said not forgetting Bruce was just a man.

Barbara easily noticed the concern in her voice, "D-did you have… I mean do you like Batman?" Batgirl said careful not to severe any nerves.

"I-I did.. I mean I do, I mean… I don't know. I hold a great deal of respect for Batman and maybe something more but he doesn't seem to feel the same way, I think it is because of our professional status within the League" Wonder Woman said visibly blushing but quickly replacing it with a stern expression.

"Batman never lets anybody get close to him because he's afraid they might get hurt, I'll admit it may be complicated between the two of you considering you're Wonder Woman for crying out loud but it still won't ease his fear. You just have to make him see you want something more than a mutual respect for one another" Batgirl said reaching a hand up and placing it on the shoulder of the taller woman.

Wonder Woman held a quizzical gaze; she was thinking things over and running through Batgirl's words once again.

"For one so young you are quite wise Batgirl" Wonder Woman said smiling down at the teenager earning a wide beam in return.

"Thanks… so where to next Wonder Woman?" Batgirl said walking side by side with the Princess.

"I was thinking of heading to the cafeteria and introducing you to some friends, oh and please call me Diana when we're not in public" Wonder Woman said giving a friendly smile to the young bat.

"I-I… are you sure? I mean-" Batgirl began but was swiftly cut off by a wave of Diana's hand.

"Please Batgirl, if anyone as cautious and suspicious as the Batman trusts you then I see no reason why I shouldn't trust you" Diana finished holding out her elegant hand.

"Well it's an honour to meet you Diana, I'm Barbara" Batgirl said shaking it firmly before letting go earning a curt nod of the head from Wonder Woman. The both of them began heading in the direction of the cafeteria and one could see just by looking at the spring in Batgirl's step that she was curious as to who she would meet.

* * *

Simulation Room

"Guys what took you so long? I've been standing here for like a full two minutes" Flash said greeting the three heroes.

"Oh sorry we're not as fast as you, I'm sure two minutes had you squirming on the spot" Spidey said back to his friend.

The Flash wasn't the only one waiting for them either as Superman, Hawkgirl and Green Lantern was in the room as well. Batman skipped the formalities and sat down in a chair at a large set of control panels, the room they were in held a metallic silver finish and had a small glass window in front of the control panel revealing a giant silver room.

"Now Spider-Man, these simulations are designed to keep the League in shape and prepared for anything. Although they are merely simulations the danger is very real, are you sure you're fully prepared for this? Because if you want to think this over or try it out another-" Superman started placing his hand on Spidey's shoulder but his concern was quickly swept aside by Batman.

"Stop babying the boy Superman, he should be fine. I've calibrated the settings to your most noticeable powers, walk through the door to my left and we'll get started" Batman said stretching his left arm out and pointing to a metallic sliding door.

Spider-Man turned to the rest of the members in the room and gave them a thumbs up, "Wish me luck" he said walking through the now opened metal doorway.

"Good luck Pete" Flash said patting him on the back quickly before the door slammed shut.

Spider-Man looked around and saw that he was on a raised platform as was the room the others were in, most likely for safety and to oversee things. He hopped from the platform and landed in a crouch on the smooth metallic floor.

"This is going to be a test of speed and agility, so be aware of your surroundings. You should be seeing several wall mounted lasers in the room as of now, your goal is to get to the end of the room in the quickest time possible while trying to avoid them… go" Batman's voice echoed through four small speakers on the ceiling in each corner of the room.

Spider-Man was too busy studying the small turrets to notice the last word Batman said that is until the turrets he was looking at turned on him and began firing. His spider-sense went crazy and his eyes widened slightly as he sprang out of the way of several blasts of burning energy, he landed on one of the walls but wasted no time and burst into a sprint running along the surface of said wall. He narrowly avoided more lasers coming his way and dodged one that came a little too close to his head then he was comfortable with, unfortunately the sheer awkwardness of the dodge resulted in him losing his balance for a split second but he used it to his advantage by back flipping off of the wall and shooting out a strand of webbing. Spidey swung through the room performing flips and corkscrews in-between one web-swing to another; he was almost at the end of the room which he seemed to think had doubled in length when three stray beams of energy set off his spider-sense. On instinct he let go of his web line and vertically span over the first beam coming out into an upside down mid-air split avoiding the last two beams, he levelled himself out in mid fall and landed in a low subtle crouch on the floor as the wall mounted turrets suddenly stopped firing.

Spider-Man breathed a sigh of relief and realized he was holding his breath throughout the entire exercise, he hadn't had to do anything that physical in a while but there was no denying that it had felt satisfying to be able to move like that after a few days of dormancy. Spidey raised his head when he noticed Batman was talking.

"Impressive… although if you hadn't of stalled in the beginning you could have shaved a few seconds off of your time" Batman said speaking into a microphone whilst the others were impressed by his speed and sheer agile flexibility.

"How did I do coach?" Spidey said standing up to his full height.

"You scored 7.04 seconds, congratulations you came third out of all active League members. Second being Superman while the Flash still holds the quickest time, if she were still an active member or even still in this century then you would have lost your third place to Supergirl but enough about that. We've tested your speed and agility, now it's time to test your strength and strategic abilities" Batman said pressing a few buttons on the control panel.

Spidey noticed a large metallic panel on one of the walls unhinge itself and reveal four figures, a rather large reptile like being walked out followed by what appeared to be two men in some kind of suits. One of the men was dressed in some kind of dark blue and black containment suit and carrying some kind of weapon while the other was dressed in a skin tight orange and green suit and was unarmed, the last of the four figures looked like a tall pale blue robot dressed in a purple and silver suit. It was safe to say they didn't look like a friendly bunch of individuals.

"These are highly advanced synthetic androids mimicking some of the rogues the League face on a daily basis, we use them to keep in check with our enemies abilities and try to determine how we can pinpoint their weaknesses. The four standing before you consist of two of my rogues, one of Flash's and one of Superman's. My rogues are Killer Croc aka Waylon Jones and Mister Freeze aka Victor Fries, the other two are the Mirror Master aka Evan McCulloch and the Brainiac Android. Begin whenever you're ready" Batman's gruff voice sounded through the speaker system.

Spider-Man just wanted to get this over and done with and dived in head first heading for the Killer Croc android, he delivered an uppercut to the unsuspecting robot and resulted in it staggering backwards a few feet but it managed to remain vertical. It reacted by slamming both of its fists down towards Spidey, the spot where Spidey was standing was suddenly empty as the wall-crawler was already up and over Croc's head. He grabbed the robots head and had no trouble flipping it over him and smashing it face down into the silver floor, the result was a small controlled explosion and the broken form of the robot sparking uncontrollably.

His spider-sense gave him a small nudge alerting him to a spray of ice coming straight for him; he bent over backwards and performed a handspring easily moving out of the way avoiding the ice entirely. He landed on a wall and saw that it was the Freeze robot that was firing at him; Spidey fired back a well-placed shot of webbing and blocked the freeze gun's barrel up. The Freeze robot unknowingly fired again at the red clad hero but the gun exploded in a blast of white gas and as it cleared revealed an ice encased Freeze android.

"Oh the irony" Spidey says out loud, he thought about firing off a few jokes in the process but it was never any fun with robots. He always enjoyed the reaction of his opponent to his jokes and couldn't wait to meet some of the real bad guys of this Earth.

His thoughts were swiftly cut off as his spider-sense lit up his skull, he was too slow to react however and found himself in a bone crushing bear hug being administered by what he assumed to be the Brainiac android. Spidey could feel the pressure being put on his ribs and realized that the robot was stronger than it looked.

'But… so am I' Spidey thought as he broke out of the robot's death grip using brute force alone, he landed on the floor and used his momentum to handspring straight up towards the robot's chin taking his head clean off. The Brainiac robot slowly slumped to the floor as the head went sailing through the room, Spidey twisted in mid-air and landed on the floor in a crouched position coming face to face with a small army of Mirror Masters.

To say he was surprised was an understatement but he didn't have time to dwell on it as he was met with a barrage of laser fire from the small army, Spidey weaved his way through the laser fire dodging and bounding over every shot sent in his direction. He managed to make it to the first Mirror Master and quickly lashed out his fist intending to land a haymaker but was confused when he met nothing but air in the place where metal should have been, he quickly pieced two and two together and realized that the holograms were just illusions. While the laser fire could still hurt him he needed to stop it at its source and find the genuine robot article, briefly taking some time to recollect himself Spidey recalled his past fights with Mysterio and what he had to do to beat him. He used his spider-sense to pinpoint the actual physical threat in the room and quickly found the real robot, Spidey then fired a web-line at the robot's chest and with a firm pull he snagged it towards him sticking out his arm close lining its torso thus tearing the body in two. He glanced around the room and noticed that the remaining holograms were starting to disappear from view.

"Good job Spider-Man, you finished them off with relative ease although these aren't the real things. Go and cool down if need be and we'll be with you in a moment" Batman's voice again sounded through the room telling Peter it was over. He pushed a button on the control panel and a door on the far end of the room opened enabling Spider-Man to exit.

Spidey shrugged his shoulders and gave a mock salute, "I'll be getting some breakfast if you need me" he said walking out of the door and heading in the direction of the cafeteria.

* * *

Inside the control room

"Well? What did everybody think?" Superman was the first to speak as he was curious about their opinions on the way Peter fought.

"He's very bendy ain't he" Green Lantern said remembering the mid-air split he performed.

"Yeah it's kinda freaky huh? Almost like a contortionist but hey, the guy really knows how to fight. Where do you think he learned all of that flipping and twirly stuff anyway?" Flash said completely baffled by the thought of anyone bending like that if they weren't Plastic Man or Elongated Man.

"His reflexes are extremely fast and his awareness is uncanny, it's almost like he knows when attacks are coming" Batman said more to himself than anybody else in the room.

"Oh he already told us about that, apparently he has some kind of danger sense that buzzes in the back of his skull whenever he's in trouble" Hawkgirl said adding her voice to the discussion.

"Well it's no mystery he has a lot of skills and strengths but I think the key question here would be whether or not he is good enough to join the League" J'onn said to the others.

Everybody held a quizzical expression as though they were thinking it over but it didn't take long before they had decided what the best decision was.

"All in favour of Spider-Man becoming a full time League member say I" Superman said holding up his right arm next to his face.

Every member in the room all said the word I in unison and exchanged smiles, well aside from Batman who just got up and out of his chair without saying a word to anyone.

"Batman, are you alright?" Superman questioned the odd behaviour of his colleague and long-time friend.

"I'm fine Superman but I think I would like to talk to Peter before I cast my vote on whether or not he is fit for the team" Batman said walking out of the room with the intention of finding Spider-Man.

* * *

Cafeteria

It didn't take the Dark Knight long to catch up to Peter who was sitting in the cafeteria at one of the far back tables alone yet again. As Batman drew closer to him he could see that he had his mask drawn halfway up his face and was digging into a hotdog.

"Hardly breakfast wouldn't you say?" Batman said as he sat down next to the young colourful man.

"What? Oh yeah I just thought I'd get a quick snack instead of a full meal, so what brings you here? No more Bat-cookies in that utility belt of yours?" Spidey said casting a grin towards the menacing man.

Batman merely shrugged and got straight to the point, "Actually I wanted to ask you a few questions. Like why would you want to join the League?" Batman questioned his face still remaining blank without a hint of curiosity in sight.

"I-I erm… well don't you guys want me to join?" Spidey said the question confusing him slightly.

"Although my colleagues are eager for you to join that still doesn't answer the question on why would you want to join, what are your reasons?" Batman said watching the young man put down his half eaten hot dog.

"Well… well I just… I mean if I've been stranded in a universe that isn't my own due to me being killed I guess I'd… well I'd be pretty upset. But that's not me, that's not who I am. I'd rather do something with whatever I have left of my life instead of wallowing in self-pity; the only thing I've got in this place is being Spider-Man. That's all I have left… I mean if I wasn't laughing and slinging webs then I think I'd be crying but to tell you the truth it doesn't matter whether or not you guys accept me into your little super hero club because I've been on my own long enough to know how to survive, so you decide what you need to decide but it won't stop me from helping people who can't help themselves" Spider-Man giving the Dark Knight a stern look.

Batman sat there studying what he could see of the man's features, he had heard enough to know he was being completely sincere and to say his little speech didn't tug a few heart strings would have been a lie but yet again the Dark Knight showed no sign of emotion.

Batman merely got up and patted him on the back, "That's what I wanted to hear. Welcome to the team… Spider-Man" he said as he began walking away and out of view.

Spider-Man smiled to himself and rubbed the back of his neck, he didn't expect to get so emotional in so little time. Especially in front of the Batman, hopefully he won't tell anybody.

Peter was shook out of his thoughts literally by the Flash appearing out of thin air and giving him one hell of a nuggy.

"I just heard the news from Bats, congratulations web-head you're officially one of us" the Scarlet Speedster said as he reluctantly let go of Peter's head and sat down with him at the table.

"Yeah well news certainly travels fast huh, so are there any perks to being a Justice League member?" Spidey questioned Flash honestly whilst rubbing his head.

For a brief moment Spider-Man could have sworn he saw Flash flicker before he reappeared back in front of him slurping a milkshake, Spidey scratched his head but snapped out of his confusion when the Flash replied.

"Dude you have no idea, let's just say I can't keep the ladies off of me" Flash said sporting an idiotic smirk.

"Oh yeah I'm sure every girl in the place wants a piece of you" Spidey said laughing to himself.

The Flash took this as an insult and looked around the cafeteria to see somebody he could use as an example; he saw Black Canary at the salad bar talking to Green Arrow and put on a smug smile.

"Oh yeah well watch this" Flash said before turning his head in the woman's direction.

"Hey Canary, wanna go out some time?" Flash shouted across the room at her and then proceeded to slurp his milkshake through the straw waiting for an answer.

"Sorry I don't go out with morons" she shouted back and all eyes were on him before all of the members in the cafeteria broke out into a fit of laughter including Spider-Man sat across from him.

"Hahaha… how fast did she answer you?" Spidey said holding his sides.

Flash merely shrunk into his chair and folded his arms, "Whatever… she doesn't know what she's missing" he said casting a frown Spidey's way.

"She didn't even have to think it over, that's not a win in my book" Spidey said now just beginning to stifle his amusement.

"Well I'd like to see you do better, who would want to go out with a bug?" Flash said throwing an insult his way.

"I don't know anybody here, at least when you ask girls out they know you're just the guy who gets shot down every day by hot super heroines. If it was me I'd be the creepy spider guy who nobody knows anything about, think it over would you? Oh and just for the record, spiders are arachnids" Spider-Man said he too folding his arms over his chest.

"Alright you win this one Spidey but maybe that won't be the case in a couple of days" Flash said his grin slowly growing over his face.

"What erm… what do you mean?" Spidey said unsure of what he was talking about.

"Think about it, you're the new kid in school. A new hero has just joined the Justice League and everyone's gonna be curious to get to know you, especially the women" the Flash said giggling to himself like a little boy at Christmas.

"You're insane you know that? My bad guys thought I was annoying but I can only imagine what your baddies must think of you" Spidey said picking up his hot dog and attempting to finish it.

"Are you kidding me? Everybody loves the Flash, especially the ladies" Flash said wearing a triumphant smile.

"Oh yeah even Black Canary was it?" Spidey said remembering the name from just moments ago.

"That was- she's in a relationship anyway, is she were single she'd be all over me" Flash said his mind drifting to how lucky Oliver was.

"Right listen I-" Spider-Man's voice was cut off by the Flash holding up his hand in front of his face.

Spidey was confused but realized that J'onn was talking to him when Flash pressed his two fore fingers against his ear.

"Yeah okay no prob I'll be there in a sec" Flash finished as he started to get up and out of his seat.

"Well are you coming or not?" Flash asked Spider-Man who was still sat down trying to eat his hot dog.

"Yeah sure, I'm not sure where we're going but I'll just eat this on the way" Spidey said following the speedster out of the cafeteria and towards the observation deck.

They saw J'onn waiting at the monitors and controls of the teleport pad and Spidey had to press a few questions.

"Okay where are we going dude?" Spidey asked just finishing his hot dog and pulling his mask back over his face.

"J'onn says Captain Cold and Captain Boomerang are trashing Keystone City and robbing a bunch of banks, though why they're working together is anyone's guess" Flash said to himself more than his friend.

"Okay… cliché much? Besides why are you bringing me, if J'onn called you when there are like sixty other members then aren't they your bad guys?" Spidey said as he and Flash stood in front of J'onn.

"Yeah but that doesn't mean I couldn't use the assistance" Flash said grinning to the wall-crawler.

"Congratulations on joining us Spider-Man, the League has gained an extraordinary addition" J'onn said patting Peter on the back.

"Thanks J'onn, so do we just stand on the pad and you zap us down there?" Spidey said noticing the Flash had already positioned himself on said pad.

"You are correct although you will be needing this, it's a JL communicator to stay in touch with fellow members such as Flash and the or contact me in the Watchtower for when you want to return" J'onn said handing him the piece of small equipment.

Spidey studied the small earpiece before pulling his mask up and placing it in his ear; he then moved onto the pad and stood next to the Flash before pulling his mask back down covering his features. He and Flash gave J'onn a thumbs up before they saw him push a few buttons on the console and before they knew it a bright flash of blue light engulfed them transporting the two heroes to the Earth below.

* * *

**Well I hope you enjoyed reading it as much as I did writing it but what will happen when the two red clad heroes go up against two elemental bad guys and who will Batgirl meet during her time in the League? We'll also check back in with the Titans and see how they're doing so if you want the answers to all of these questions and more then stick around until next time.**

**Oh and quick addition, I've set up a poll on my profile so people can vote for Spidey's love interest in this story. I've narrowed the pickings down to five girls who I thought would be interesting to pair him with but choose wisely as you can only pick one.**


	5. Primetime

** Al right here's the fifth chapter to the story so read and enjoy and I also want to thank everyone for the great amount of feedback.**

**Whenntooda: Dude I realize you thought of this first and I am a huge fan of your stories but the idea is a great one the fact that Spidey was killed off in the Ultimate Universe only fuelled my ambition to keep his story going even more, I've had this thought for a good few years but have never been able to think of a way for Spidey to get to the DCAU until now and it's only in part thanks to his death and the premise of a fresh start. I just want to thank you for the review though because I think you are a great write and I really enjoyed the Venom episode of your Ultimate Teen Titans stories, it was excellently written.**

**Codecrash: Again you make really good and valid points, especially the whole Black Cat and Catwoman fiasco but I'm trying to tone down the amount of Ult. Marvel characters I include in this story. The only characters I am bringing back will be huge important ones that are so big they basically have a counterpart in every universe, but you are on to something with the Black Cat/Catwoman idea. Maybe you should write it, it is your idea and a great one at that and I think you should have the credit for it. Thanks for taking the time to review.**

**AvengersEHM: Thanks for reviewing and yes I have read the Spider-Men mini series and I found it highly entertaining but also highly predictable, as for your idea I'm afraid I wouldn't know the first thing about figuring out a way to send the Justice League to Peter's universe but even if I did I don't think I would do it anyway as this story is all about Peter moving on from his world just like his world has moved on from him.**

**dk-chan: I couldn't agree more, it is a pity that they killed him off but every good thing has to come to an end... look at Spectacular Spider-Man. And good point about the pairings, I'm not going to throw Peter into a relationship straight off of the bat as though he can't even remember a redhead he used to date because that would be preposterous and just bad story telling. I am as you have said going to give him chance to grow and mature first and ease him into the roll of Spider-Man on this new Earth and then in time it will be time for him to let go. Thanks for the review.**

**Jack Grey Logan: To answer your first question I think it would be more appropriate if Batman teaches him how to sharpen his abilities as he has already fine tuned his own to the point of perfection but also because Bruce see's a lot of himself in Peter and they both share the huge loss of loved ones, he feels as though he will need a guiding hand and who better to do that than Batman. As Batman has previously stated Peter has no defining fighting style so maybe with Batman's help he can incorporate his abilities into a mixture of several types of martial arts. To answer the second I think there is definitely a chance the two will encounter one another but that won't be for a while as the Joker as well as other villains of Earth are missing, and finally the third question on your list. I don't think that I will be bringing Brock into this story but he will be mentioned maybe in flash backs or memories but as for the symbiote, expect a completely different take on the black suit when the time does come. I haven't made any plans for Carnage yet but it would only seem logical that he would appear some time after the black suit and venom fiasco so who knows. Thanks for taking the time to review.**

**I would like to thank edboy4926, Web Slinger Spidey, kitsune of darkfire, Jess Marylin, coldblue, shugokage, Ndare-47, alchemists19, The Lord of War, Bat Boy and Brad W for taking the time to review my story.**

**To all those that follow and fave this story thank you as I really do appreciate it.**

******Disclaimer: I do not own Ultimate Spider-Man, Justice League Unlimited or the Teen Titans in any way shape or form. I also don't own any other show I might decide to write into this.**

******And now all of that is out of the way please enjoy!**

* * *

**Primetime**

Keystone City- City Streets- Early Afternoon

A flash of blue light erupted in the middle of Keystone City and gained the attention of men and women alike, as the blinding blue distortion of energy came and went two figures stood in its place. The first figure was instantly recognisable to the public as it was the Central Keystone Area's resident hero himself but they had a hard time placing the man standing next to him, the initial reaction was that it was the Man of Steel because of his red and blue colour scheme but upon closer inspection the man was covered in a black web like pattern and had two large opaque eyes that seemed to mimic his facial expressions.

"Wow! Look it's the Flash everyone!" one man said as he pointed to the scarlet garbed speedster.

"But who's that with him? Looks like some kind of insect man" a woman shouted amongst the crowd that had now formed.

"Really? You get instantly recognised but I apparently look like some sort of insect man?" Spidey said as he breathed out an exasperated sigh whilst using both of his hands to air quote the woman.

"Dude for starters I protect Keystone and Central City every day and secondly… you're not even from this universe remember?" Flash said as he slyly whispered that last part into Spidey's ear whilst he gave his shoulder a gentle nudge.

"Yeah but an insect man? I have a big red spider on my back for a reason" Spidey said as he fully noticed his picture being taken from any and all angles.

"Maybe spiders just creep people out" Flash said sporting a grin towards the cameras on him and his friend.

"Just remember I have webs and anytime you want me to web your mouth shut please don't be afraid to ask" Spidey joked out of nervousness as the citizens seemed to be getting intimately close to them.

"Errm do you think we can just find the source of the commotion and deal with the crowds later?" Spidey said as he hopped from his spot in the middle of the rapidly growing crowd and sailed over countless heads to land on a nearby wall; after he landed he ran up the wall and flipped himself over the top of the building to perch on the small constructs ledge.

People were suddenly shocked by his sudden amazing abilities and now seemed to focus some of their attention on this mysterious hero.

"Yeah yeah I heard you bug-boy" Flash said just before he finished signing an autograph for a young girl and gave her a sly wink in the process casually causing her to swoon in place. Spider-Man face palmed and shook his head; if they wasted anymore time then innocent people might get hurt.

"Flash where did J'onn say the Captains were making port?" Spidey said to Flash who was now stood directly beside him with his foot on the ledge of the building.

The Flash stood still for a moment appearing to be in deep thought and an instant later he snapped his fingers and tilted his head up towards the wall-crawler.

"He didn't, he just said they were on some random crime spree" Flash said placing both of his hands on his hips.

"Okay well when was the last time you had to deal with them?" Spidey asked curious as to why the sudden random activity on their part.

"Let me see… oh when they tried to get the drop on me at the Flash Museum" Flash said as he seemed to reminisce about the time when they all ambushed him and he still came out on top in the end.

Spidey stared at him for what seemed like a full hour but was only about ten seconds, "You errm… you have your own museum?" Spidey finally said but his voice seemed oddly weak as though he was envious.

"Well yeah… didn't you?" Flash said as he still held his usual upbeat demeanour.

"No… but I did have my own article in a newspaper every week depicting how much of a menace to society I was" Spidey said his tone not faltering one bit as he remembered those brief years of hell, two years and it only started to get better at the end of his career.

The Flash didn't know what to say, he didn't want to say anything really. It was just so… unfair how this young hero had been treated but he didn't feel pity for him or even sadness, he felt a deep respect for his new already close friend. Flash placed a hand on Spidey's shoulder and gave him a barely visible weak smile but it was there nonetheless, the Flash was about to say something when he was interrupted by a loud thundering explosion some distance away.

"You ready for this?" Spidey asked.

Flash couldn't really tell but the web-slinger seemed to be grinning behind that mask of his which only fuelled Wally's own confidence, "I should be asking you the same thing. How about a ride Spidey?" Flash asked as he seemed to stretch his leg muscles with various short exercises.

Spidey was confused at first but realized just what he meant when the Flash pointed a crimson thumb to his back, Peter nodded and complied as he shot a thin web-line which latched onto the Flash's back.

"So do I just say 'hi ho silver' or- GAH" Spidey didn't get to finish his jokes as he had been pulled off of the building they were standing on at blistering speeds. The Flash took off running down the building and through the streets of Keystone City in the general direction of the explosion with his red and blue passenger screaming all the way.

Spidey felt a little different on this ride than he did on his earlier ride with the Flash, this one was out in the open and he could feel the wind brushing against his mask. Memories of himself swinging full speed past skyscrapers and freefalling towards the ground only to slingshot back up on a thin thread of webbing at the very last second rushed into his mind but left just as quickly.

"How much farther?!" Spidey shouted but his effort was wasted as the sheer sound of the wind drowned out his voice.

Flash grinned hearing a faint shout from the wall-crawler but his grin left his face as a blast of ice was shot straight in front of him and made him swerve trying his best to avoid it, although he avoided it the velocity of the swerve hit the webbing and whiplashed Spidey straight into an empty bus.

"Oww" Spidey moaned as he slowly climbed out of the wreckage.

_Lucky for me this area must have been evacuated, now let's see who found it funny to fling me into a bus, _Spidey thought to himself.

Spidey looked up to see two men standing at the entrance to a bank, one was dressed all in blue while the other had blue and white mixed all over his costume. The Flash skidded to a stop at Spidey's side and helped him to his feet.

"Whoa man, are you okay?" Wally said as he looked upon a hunched over Spider-Man.

"Yeah I'm fine; I've had a lot worse than that. So which one's which?" Spidey said standing up straight and cracking his back.

"The one with the goofy glasses is Captain Cold and the one carrying all of the boomerangs is Captain-" Flash started but didn't finish as he was cut off by Spidey.

"Captain Harmonica yeah got it" Spidey shouted as he leaped into the air headed straight for the pair of villains.

Flash shook his head and smiled as he blurred off after his friend, he faded into view in front of Captain Cold as his partner seemed to be headed for the other Captain.

"Haven't seen you in a while Captain, how'd you get outta that block of ice I left you in?" Flash said dodging a stream of ice from one of the Captain's cold guns.

"How did I know you'd show up?" Captain Cold shouted as he rapidly pulled the triggers on each of his cold guns trying to tag the speedy hero.

"Errm because it's my city, seriously did that block of ice give you brain freeze or something?" Flash quipped as he ran circles around the ice themed villain.

Captain Cold merely gritted his teeth and fired faster at the Scarlet Speedster however he was still unable to land so much as a snow flake on the Flash.

Captain Boomerang was on the side lines watching his partner uselessly attempt to bring the Flash down but he had been watching for a while now and quickly picked up on the Flash's movement pattern. He took one of the many boomerangs littering his costume off of his left arm and carefully raised it; it seemed to be one of pure steel and would surely kill with enough force and precision. His evil eyes scanned the Flash and at the exact moment he was about to let it fly something snagged it out of his hand, he turned to see a red and blue man perched on a lamppost with his boomerang in hand.

"Okay Captain Boomerang I presume, were you going to throw this at my good friend over there while he was distracted? For shame Captain for shame, but why am I feeling an over shadowing sense of déjà vu right now? Just give me a second, it'll come to me" Spidey said as he crushed the boomerang in the palm of his hand.

"Who the heck are you supposed to be? Are you one of them Flash Groupie's mate? Doesn't matter much though because nobody takes one of my boomerangs and lives to see the morning" the Captain said as he suddenly let fly another two steel tipped boomerangs.

Spidey leaped into the air and contorted his entire body in weird shapes avoiding the oncoming danger; he softly landed behind Captain Boomerang and swept his legs.

"Oh my God, I totally figured it out. Throw's boomerangs, robs banks and has a horrible sense of style… and the Australian accent! The Boomerang dude! I saved his life whilst he was being shot at by the Punisher and trying to rob a bank" Spidey said picking up the Captain by the collar of his costume.

"You idiot! I am the Boomerang dude!" Captain Boomerang shouted obviously irritated by the morons inability to shut up, he tried to rech for another one of his boomerangs but his wrist was caught in a fierce grip by the costumed hero.

"Nu-uh, you're not my Boomerang dude. Man I miss him and his wacky barbecue accent but hey it's not all bad, now me and you can play all the time" Spidey said before giggling to himself like a child.

Captain Boomerang was having none of this though and delivered a swift kick to Spidey's mid-section, the web-slinger didn't let go but his grip had loosened enough for the Captain to wiggle free and gain some distance between the two.

_This guy's obviously a metahuman, nobody can dodge my boomerangs that easily and when I kicked him… it felt like I kicked a brick wall_, the Captain thought as he tried to formulate a plan of attack.

"Oh I didn't expect that but hey, I like my play things to have a little fight in them otherwise where's the fun" Spidey said as he fired two web-lines at the Captain's feet and gave them a stern tug.

Captain Boomerang hit the floor with his backside but managed to fire off another couple of boomerangs, they weren't like the ones he threw before though.

The boomerangs sailed towards Spidey slicing through the air as they went; Peter was ready to just bat them away instead of wasting his energy dodging them but hesitated when the back of his skull screamed at him to get out of the way. His lenses widened as the first one exploded, he managed to jump to the side and avoid the blast but got snagged by the force which slammed him through a lamppost tearing it out of the concrete like a root out of soil. The second one was flying straight for him but instead of hesitating he slung a web which caught the boomerang and swung it around his body and high into the air causing it to harmlessly explode above the street.

"That wasn't very nice" Spidey said as he turned to find the spot where Captain Boomerang had been now empty, he looked up to see a retreating figure running like a maniac in the distance.

_Oh no, he's not going anywhere, _Spidey thought whilst smiling to himself.

Spider-Man fired a small glob of webbing which hit the Captain's feet and caused him to trip and face plate the pavement, wasting no time and not wanting to cause any damage Spidey hopped over to the downed criminal and proceeded to spray a thick sheet of webbing over the man holding him in place.

"Why don't you stick around and wait for the police, I'm sure they'd love to see you" Spidey said as he turned and sprinted back to the bank to see how his friend was doing without him.

"Ah it seems you've finally slowed down enough for me to land a solid hit" Captain Cold boasted as he looked upon the Flash encased from the neck down in a shining block of ice.

"I-I g-got dis-tracted" the Flash said as his teeth chattered uncontrollably causing him to stutter.

"Well whatever the case it seems this is goodbye, say hello to the big man for me" the Captain said as he carefully aimed the barrel of his weapon straight on the Flash's head.

"AH-CHU!" a new voice was suddenly heard and Captain Cold turned on the spot to see a man in red and blue tights with a spider symbol on his chest faking a sneeze.

"Sorry, it must be your chilling personality" Spidey said shrugging his shoulders.

Before Captain Cold could even think about raising his weapon his jaw was shook by a thundering right hook, he was unconscious before he even hit the ground.

Spidey crouched over the criminal's prone form and checked his pulse just to make sure he still knew how to pull a punch, he was met with good news as the man was still breathing.

"Wow, he's out cold" Spidey said joking to himself more than anyone but it seemed the Flash managed to hear it and let out a stuttered 'ha-ha'.

Spidey began to break the ice carefully as to not shatter any of the Flash's body into pieces and after a couple of minutes the Flash was set free from his ice prison but seemed pretty weak.

"You alright buddy? Man you must be chilled to the bone" Spidey said as he slung an arm around his friends shoulder to help him stand.

"E-enough with t-the i-ice jokes" Flash exhaustively said, no doubt the low temperatures were affecting him.

"Alright sorry, but no offence man… how the heck did he manage to catch you?" Spidey said with a confused expression under his mask.

"I h-heard the ex-plosion, I st-stopped to s-see if you were o-okay and he snagged me" Wally said as his sentences were slowly stabilizing.

"I can take care of myself dude but I appreciate the concern all the same, I'd say a job well done wouldn't you" Spidey said before he glanced around at his surroundings wearily.

"Yeah, only a little collateral damage" Flash said as he raised his head to notice the various patches of ice that riddled the street as well as masses of concrete that explosion had torn up. The street was a mess but amazingly enough though the bank wasn't damaged and the area had been evacuated so the important thing was nobody seemed to get hurt.

"Not bad for my first day on the job in your world huh hotshot?" Spidey said escorting the weary Flash to a place where he could sit down for a moment and warm up.

"I think you're gonna fit in just fine Webs" Flash said as he patted his friends back for a job well done.

Spidey stood there silently as he waited for Flash to recuperate and gain his bearings but unfortunately the silence was short lived as the heroic duo as suddenly flocked by the press, various reporters and camera men seemed to spawn out of nowhere and bombard the two men with questions and congratulations alike. Although the Flash was still a little weak he could notice the sheer look of terror on Spider-Man's mask, most likely due to his past experiences with the press of his world.

"Alright everyone just settle down and give us some space! Please just for one second!" Flash shouted towards the media frenzy and crowds of fans and law enforcement officers all the same as he slowly stood to his full height. Everyone was silent as the normally easy going hero who usually loved the admiration and attention seemed to be a little irritated about the whole situation.

"Thank you… now if you have any questions for us please one at a time" Flash said as he offered a kind smile towards Spider-Man who appeared to be trying to inch his way behind Flash as if he was avoiding the attention.

One journalist was brave enough to speak up as he raised his arm with a pen in his hand; Flash calmly pointed to him and nodded which meant he was allowed to talk.

"On behalf of Keystone City we just want to offer our thanks to you Flash and your partner over there, but that does beg the question… just who is he?" the woman asked waiting for an answer from the Scarlet Speedster.

"That's a good question Miss; I would personally like to introduce you to the newest member of the Justice League… the one and only Amazing Spider-Man" the Flash said as he held out his arms towards Spidey as though he were car dealer unveiling a brand new sports car.

The very moment Flash had finished introducing this new hero the crowd erupted with cheers and screams whilst people shouted his name and whistled into the air. The feeling was incredible to say the least, just the overall atmosphere of the moment was getting to Spidey and for the first time in his insanely complex life he felt appreciated. He just didn't know what to say, normally after a fight with super villains he would have had to flee the scene and avoid the cops because if anybody saw him with the bad guys even when he was clearly fighting them Jolly Jonah found out about it and somehow twisted it to deal a negative impact on the webbed wonder… but that was in the past.

Spider-Man was pulled back to reality by a scarlet clad hand on his shoulder but the instant he turned to face the Flash his ears were flooded with question upon question.

Questions like 'where did you get your powers?' and 'how can you shoot webs?' were thrown his way but when he opened his mouth to answer he found that he nothing would come out. Peter just went slack jawed for a moment before closing his mouth again and staring at the crowd.

_Well this is awkward_, Peter thought silently to himself.

Spider-Man turned to look at Flash and stared at his friend, although Wally couldn't see his friends face he knew that he was asking him to deal with it.

"Okay, alright! Give the man some room to breathe, now we have a pretty busy schedule so if you don't mind we'll just be going now" Flash said as he nodded towards Spidey.

Peter got the gist of what he was doing and bounded into the air shooting a web and swinging away and out of sight, Flash followed shortly after finding his way clear of the crowd. The two heroes stopped on a building roughly three blocks away from the scene of the fight and Flash gave Spidey a questioning look.

"What happened back there buddy? I introduced you and you just froze up, is something wrong?" Wally said placing a hand on Spidey's shoulder.

"I don't know… I just zoned out a little, I mean I'm not used to this kind of treatment. When I heard them start chanting my name and those reporters swamping me for an interview it just got to me, I've been treated like dirt ever since I put the costume on and now… this" Spidey said brushing Flash's hand off of his shoulder and turning towards the building's edge to overlook the busy city street below them.

"Dude I wish I could say I understand where you're coming from but… I honestly can't, there are some things in life that people will never forget but Spidey I gotta tell you that this isn't one of them. You need to start living in the moment and get your butt out of the past, things are different here… you'll get the respect and admiration you deserve. I mean you just saved me from becoming the Fastest Thing on ice on like your first day, this is just the beginning" Flash finished his speech standing next to Peter on the ledge of the building.

"Wow… since when are you so philosophical?" Spidey said with a small smile plastered on his face.

"I have my moments, so you wanna go get something to eat? All that awesomeness worked up an appetite" Wally said ready to take off and find the nearest pizza parlour in the city.

"I-I mean can we… can we do that? Just walk into a store with our costumes on?" Spidey said as he never recalled ever doing something like that but that was mostly because of his supposedly notorious reputation.

"Yeah sure, hey I even get a discount because of what I do. Come on already I'm starv-" Flash started but unfortunately was unable to finish as a small muffled explosion rang out into the air several blocks away.

"Another bank robbery already?" Flash said trying desperately to get a good view of where he had heard the sound come from.

"No, not a bank robbery. Can't you see the smoke, it's thicker than just an explosion… it's a fire" Spidey said as he sprinted off of the building and leapt into the air reaching the next building with extreme grace and ease. He travelled from rooftop to rooftop spinning and twirling every which way with the Flash quickly hot on his heels.

"Guess that pizza's gonna have to wait huh?" Flash called out towards Spider-Man who merely nodded in response.

* * *

Jump City- Titans Tower- Early Afternoon

She rarely ever got any peace and quiet anymore; ever since she joined the team of teenage super heroes there were the odd rare occasions where she would rethink her actions. But as soon as those doubts rose they would fall just as quick, where else was there? She wasn't what anybody would call normal and she knew that deep down it was painfully obvious, every day she was reminded of the fact. Even by the general public, how many times had she saved the life of an innocent bystander only to be stared at like she was some kind of circus freak?

_I have grey skin and purple hair, so sue me. It's not like Starfire's any different… _Raven's thoughts echoed inside her head, it was at times like this that she would just go into her room and meditate. Just get away from the real world and all of its distractions and intolerance but even she knew that she wouldn't be able to with Cyborg and Beast Boy still fighting over whose turn it was to watch the television.

"You had your turn like twenty seconds ago!" Beast Boy's immature voice rung out like nails on a chalkboard and it irritated her to no end.

"I have no idea what you're talking about, after dealing with Mammoth and I.N.S.T.I.G.A.T.O.R and supping up the T-Car all morning it's time for me to kick back and relax" Cyborg said raising the T.V remote high enough so that Beast Boy was unable to reach it.

It fuelled her irritation even more when Cyborg humoured him with a pointless argument, he was the oldest Titan among them yet he as well as Beast Boy were the most outlandish and childish.

_Can't they just shut up and watch T.V without arguing like idiots, _Raven thought quietly as she set her book down and walked over to the unsuspecting duo sat on the sofa centred on the giant plasma screen.

Whilst the two boys were bickering and exchanging insults Raven merely raised her right hand slowly and watched as it glowed a dark black colour, she looked up to see the T.V remote in Cyborg's hand glow the same colour and slip from his fingers abruptly before slowly floating over to her hand. Cyborg didn't notice the lack of weight in his hand and continued to argue with Beast Boy but the latter had noticed just fine and stared at the remote blankly as it floated into the palm of Raven's hand.

"Now if you two don't mind I'd like to watch something for a change" Raven said as she hovered over to the other side of the sofa and took a seat.

It was then that Cyborg noticed the small black device in her hand and quickly jerked his head towards his own hand; it was clear that while he was distracted she had just taken it without any effort. He was about to argue but noticed the overall annoyed aura she was giving off and decided against it, it would seem he and Beast Boy were thinking the exact same thing.

Hearing no objections Raven pressed the power button on the remote and the T.V switched on, it was already on the DCNN and she was about to switch over to another channel when the news anchor spoke to the camera.

"This just in… reports are coming in of an apartment building in the Central Keystone Area which seems to have been set ablaze, we're going live to Kristen Summers who is already at the scene" the male news anchor's image was cut out and replaced by that of a young woman who was standing in front of crowds of people with the burning building only several yards away blocked off by barricades and Keystone City's own fire department.

"Thanks Tom, if you have just tuned in to this story then allow me to fill you all in on what's going on at this very moment and how this catastrophic turn of events begun in the first place. An explosion was heard in the heart of Keystone City over twenty minutes ago which has resulted in an apartment building being set on fire, now people don't know how this happened exactly but the word on many lips is that it was the fallout a small fight which happened just before the fire. Central Keystone Area's resident hero the Flash seemed to be battling with two of his rouges gallery by the names of Captain Cold and Captain Boomerang, this is not an unusual thing to happen as it happens quite regularly but the thing everybody is talking about is the person who seemed to be teaming up with Flash" Kristen finished as her face was replaced by footage of the fight that had happened.

The camera was rather shaky but seemed to catch most of it on tape, the footage showed the Flash running circles around Captain Cold and another super hero dressed in red and blue flipping and leaping all around the other Captain. It was quite remarkable; the figure seemed to be contorting his body in ways thought impossible whilst firing off jokes and dodging sharp boomerangs with agile grace and speed one could only marvel at. The fight was made short work of as the assailants were easily out matched by the red clad duo.

The T.V cut back to the female reporter and she continued on, "Several sources are branding this individual as and I quote 'the Amazing Spider-Man' which has also been confirmed by the Flash himself and one would have to admit that his name speaks volumes. It has also been confirmed that he is a brand new active member of the Justice League but back to the story at hand as you can see behind me the fire is still raging on but the Keystone City fire department are doing everything they can to extinguish the flames, if I can get the camera to zoom in a little bit then you should be able to see the Flash on hand to help as well. He seems to be using that trademark speed of his to spin his arms and blow the flames out but while he is doing that Spider-Man is heading into the building and carrying people out on his back, thankfully it looks like this unfortunate incident will soon be over" Kristen finished as she too turned to the scene playing out behind her and watched intently.

The news on the T.V had also garnered the interest of Robin and Starfire and they too were glued to the sofa hoping that nobody would get hurt; they all seemed to breathe a sigh of pure relief as the man known as Spider-Man somersaulted out of one of the top windows with a man on his back. After a brief stint of panic the Titans were on the edge of their seats as Spider-Man was in free-fall with a man holding onto his back for dear life, the arachnoid man landed without missing a beat and set the man down where he was reunited with the rest of his family. The camera zoomed in on Spider-Man and the viewers at home could clearly see the large white opaque eyes mimic every expression he held under that mask of his, the current one he held seemed to be one of relief but just like that it changed to one of sheer worry.

The Titans knew why as they had heard what he had heard, the hysterical pleas of a woman screaming that her baby was still in the building. The Titans never once took their eyes off of the T.V screen and looked as if they were about to start biting their finger nails but what surprised them the most is that quicker than anyone had anticipated Spider-Man had reacted shooting a web-line out from some kind of device on his wrist and slingshot himself skyward and into one of the buildings many windows.

As most of the country watched all viewers including the Titans held the same thought inside their head.

_He's been in their way too long,_ Raven thought quietly. She may appear to be cold and cynical but the lives of a baby and a hero were on the line and even she wasn't so heartless as to not bat an eyelid.

After several minutes of waiting the suspense was getting thick and the camera caught the looks of the fire department holding the mother back from entering the building, they were looks of sheer sorrow and pity. Even the Flash looked disheartened and worried, but the mother still looked hopeful through tear stained eyes but it was as if she was being taunted because suddenly another explosion rung out through the sky and flames erupted spewing out of the window the Spider-Man had entered in hopes of rescuing her baby.

The Titans could hear as well as see the mother break her heart on national television and scream out for her child, it stabbed them straight in the heart to say the least. But then out of nowhere another explosion echoed out and a figure leapt from the window, the Titans easily recognized who it was but also noticed he landed awkwardly. He seemed to be sheltering something and when he walked closer to the mother the T.V's HD quality clearly defined he had been injured, one of his mask lenses had been crack and his costume was singed revealing bare skin underneath but it was the large bruise on his back that stood out the most.

The many fire-fighters holding the distraught mother back released their grip on her and let her walk steadily towards the man, the man seemed to limp a little and now it was clear a small amount of blood was dripping from his leg. As he finally reached the woman he looked down into his arms and at the package he was protecting and slowly handed it over to the woman, but the mother was still crying heavily as though she was expecting an apology from the man and his condolences.

But instead she got this, "Your baby's fine ma'am" Spider-Man seemed to choke out due to the amount of smoke that must have been in his lungs.

The mother's eyes instantly lit up and she carefully took the baby in her arms and cradled it tightly seeing it was unharmed, not even a scratch was visible. The young mother began sobbing heavily but the camera made it clear the she was wearing a huge grateful smile, Spider-Man was about to turn and walk over to the Flash when something stopped him and held him there.

The woman had grabbed onto him and hugged him with all of her might causing the mysterious hero to stop dead in his tracks, Spider-Man didn't know what to do and the look he held was one of sheer surprise. With nothing else to do he gently reached his arm around her and patted her back, audible sobs and thank you's spilled out of her mouth but Spider-Man merely whispered 'don't mention it'.

The T.V screen switched from the dramatic scene back to the news anchor in the studio and the Titans slowly became disinterested but to say what they had just witnessed didn't stick with them would have been a lie, the world could always use a few more heroes and this one just proved that he was more than up to the task of defending it. The group of five teens disbanded and went their separate ways for the day, Robin went back to work looking for any leads on Slade's disappearance trying to discover how they were connected to the rest of the missing villains while Beast Boy and Cyborg once again loaded up the X-Cube and fought to the finish on the new Immortal Kombat game. Amazingly Starfire somehow managed to get Raven to accompany her to the shopping mall to help her pick out some new clothes, the two girls were walking through the mall easily standing out from the rest of the general public but they merely ignored the looks they got. Some were of sheer awe and amazement but others were of confusion and bewilderment, Raven decided not to let those get to her and actually tried to take her mind off of it by conversing with Starfire.

Now the girls were not friends in the beginning when the team was first brought together but merely got along because they were the only female members of the group, over time this changed dramatically and grew into a close friendship and mutual respect for one another but Raven still couldn't deny that Starfire was overly happy at every turn.

"His eyes were most humorous like the Arachnomorphs of Anases 12… wait you don't think the Man of Spiders is an alien do you?" Starfire questioned her companion always wearing a smile on her orange features.

"It's possible, we don't know anything about him and he was wearing a mask so it was hard to tell… but it would explain how he could move like a spider and why nobody's ever heard of him" Raven voice droned out as though she wasn't even interested in the conversation but she had to admit she was intrigued by the mysterious man.

His actions were nothing short of heroic and those eyes… the sheer emotion they expressed sparked her curiosity, a man without a face yet you could see what he was thinking without any effort. For Raven though this was quite the opposite as she tried her best to keep a lid on her emotions but it wasn't just all of these things about him that garnered her interest, when she was watching him with the rest of the Titans on the sofa she felt something… something she had difficulty placing and it didn't feel right. He didn't belong.

From what she had seen of him and his actions at the fire he seemed extremely sincere but something struck a nerve within Raven to the point where she was questioning his very existence, everything about him was wrong and she had no idea why.

"Friend Raven? Are you alright?" Starfire asked with worry glazed over her features.

"I-I… yes I'm fine, just thinking about something Starfire. Don't worry about it" Raven deadpanned after she snapped back to reality and realized she was still in the mall shopping with her friend.

Starfire merely smiled and nodded her head after her friend's reassurance, "Oh look Raven! The Man of Spiders!" Starfire suddenly shouted out as she shot out of Raven's view.

Raven suddenly became confused as she actually thought Starfire had spotted the Spider-Man, it wasn't until she turned around that she realized he was merely on another T.V in some electronics store with Starfire stood at the glass watching his act of bravery intently. Raven closed her eyes and shook her head slowly before walking over to Starfire and standing by her side watching the T.V, her dark blue cloak settled over her slender form covering it entirely and she got the exact same wrong feeling as before now that she was watching Spider-Man on T.V.

"His costume reminds me of the pretty red cape worn by the Man of Super" Starfire giggled as she clasped her hands together and watched the T.V with Raven by her side.

"Don't you mean Superman Starfire?" Raven questioned as the Tamaran yet again had gotten another heroes name wrong.

"What did I say?" Starfire said trying to remember what she had called him only seconds ago.

Raven pressed her finger and thumb on the bridge of her nose and began rubbing it slightly, "Nevermind" she said.

* * *

Earth's Orbit- The Watchtower- Late Afternoon

The Batman was sat at a computer terminal in the communications wing of the Watchtower hard at work with J'onn J'onzz at his side, the two were dealing with a matter of upmost importance and was key if Peter Parker ever hoped to have a future on this alternate Earth he was now stranded on.

"Did you file the report I asked you to do J'onn?" Batman droned his eyes fixated on the large computer screen in front of him.

"It took a little time but the process was simple, everything that matters is in this file Batman" J'onn said as he handed the small file over to the detective.

Batman took it and quickly but thoroughly flicked through its contents, "This should be fine. I'll categorize it and enter it into the system step by step to avoid suspicion, it shouldn't be too difficult but I'll have my work cut out for me. You can leave now and resume your post J'onn, I'll deal with this" Batman said placing the file down beside him on the computer terminal and going back to typing away at the keyboard.

"I must protest Batman, are you sure you can deal with this on your own? Two heads are better than one as they say" J'onn said quoting a little Earth philosophy he had picked up during his time on the planet.

Batman spun his chair around and faced the Martian Manhunter giving him a stern but confident look, "I can assure you I'll deal with this with the upmost care and intricacy. He deserves a second chance at life and if it has anything to do with me then he is going to get one, the last thing he needs is to be investigated by the government for his sudden appearance into the system. I'm good at covering my tracks and I'll treat this as though I was doing it for Robin or Batgirl or even myself" Batman finished turning the chair away from his colleague and friend and back towards the computer getting back to work.

J'onn merely nodded knowing full well that the Batman had everything under control; he turned toward the door leading out of the room and headed toward the observation deck to relieve Mr. Terrific and resume his duties.

* * *

Central City- Apartment of Wally West- Early Evening

After a quick jog between two cities the Flash carried Spider-Man to his apartment so that he could treat his own wounds, Flash had questioned him on why he didn't let the paramedics treat him but he responded by saying that he had had way too many close calls in the past and he couldn't trust them. Apparantly it was a habit he had picked up during his time as Spider-Man in his world and seemed to be having some trouble letting go of it.

After using some of the Flash's medical supplies to patch himself up Spider-Man and the Flash began conversing, "Nice place you got here" Spidey said first.

"Yeah… comes with the job, I'm a forensic scientist and on a normal day I work with the police department. The pay's pretty average but I can afford all of this with it" the Flash said as he motioned towards the rest of his apartment with his hands.

They were currently sat on the sofa in his living room and Spidey had to admit it was a pretty sweet pad, it had a plasma T.V and balcony to look out into the city with but Peter could easily tell this was the kind of apartment he brought girls back to. But then Spidey forgot the apartment for a second and remembered what Flash had just said to him.

"Wait a second… you're a forensic scientist? But the accident Batman said you caused, what about that?" Spider-Man asked confused as to how a scientist messes up that big in a lab.

"Hey that accident was exactly what it was… an accident, I may act dumb and cocky but I make a living with this thing" Flash said lightly tapping the side of his head.

Spider-Man merely nodded before receiving a pat on the back from the Flash, "You did real good out there today buddy. I honestly thought you weren't gonna come out of that fire man… but I'm glad you did" Flash congratulated his friend standing from his spot on the sofa.

"Thanks Flash that means a lot to me man" Spidey said soon joining him.

Flash didn't say anything but merely responded by reaching his hand up and pulling off his mask, Spidy's mask lenses widened before he began to stutter.

"Dude it's cool but Batman told all of us not to reveal our identities until each of us were ready to trust you, a little harsh I know but hey you did just fall out of the sky. Oh and by the way the names Wally West" Flash said smiling towards his shocked friend.

"I-I well errm… okay then Wally, what do you say we go grab that pizza now. We've both had a long day" Spidey said lightly punching him in the arm and then leaping from the speedster's balcony.

"You don't even know where you're going!" Flash shouted towards Spidey as he put his mask back on and sprinted down the building after the wall-crawler.

"My nose will guide me!" Spidey shouted back as he swung through the air towards where he thought he was going to find pizza with the Flash gaining on him, he couldn't help but smile behind that mask of his though as he thought of the progress he had made going from stranded without a friend in sight to member of a worldwide League of heroes and having an actual friend to hang out with and not just colleagues at the Watchtower in the space of a few days. But one thought dominated the rest of these feelings as he swung through the air gracefully, it wasn't the amount of pride he felt right now or the sheer sense of accomplishment that came with it but the fact that he had an empty stomach and was trying to decide on what he was going to order when he got to the pizza parlour.

* * *

**It's slow going but the story will start taking shape soon, I promise. So what did you think? Did you like it, did you enjoy reading it or was it just meh? Please don't be afraid to let me know in a review or even a PM, I don't mind at all.**

******I've set up a poll on my profile so people can vote for Spidey's love interest in this story. I've narrowed the pickings down to five girls who I thought would be interesting to pair him with but choose wisely as you can only pick one.**

******Edit: The poll is now closed and a girl has been chosen, I won't tell you just yet but I'll try to make it obvious who it is as she will play a large part in the story whether she is a supporting character or has a bigger role that involves her with Spidey.**


	6. Under My Skin Part I

**Okay chapter six now, this things really picking up steam and I've tried introducing a small plot that's gonna last a few chapters so it's a pretty intense chapter. Please try to enjoy it as I'm really not that great with fight scenes.**

**edboy4926: Thanks for reviewing and to answer your question I'm not entirely sure but I think I can work of a way to squeeze young Miles in somewhere in the future as well as maybe some other Spider-Men, who knows because I sure don't.**

**AvengersEMH: Thanks for dropping a review and to address the Batman/Wonder Woman thing I would like to pair them together and fit that in but I'm a little cautious as I've this is my first time writing for Batman and Wonder Woman and I don't want to butcher their personalities but I can almost definitely say that their relationship will be addressed and resolved at some point during the story. The 52 looks are pretty cool and I suppose I could squeeze that in also maybe as upgradable suits later down the line and for your third and final question I won't lie, I have thought about including them in some shape or form and have even been thinking about letting Batgirl and Aqualad helm the team since Robin already has a team. It might make for some interesting reading so if you would like that then just say so, leave another review or PM me.**

**Le Diablo Blanc2: I'm glad you love the story and I have thought of Rose Wilson but not as a love interest though, I might include Ravage further down the line as she's not a prominent character in the Teen Titans cartoon but is I think comic exclusive. She is an intriguing character given her background and if I do get around to it maybe she could be rivalling for his affections.**

**Whenntooda: Hello again, yes I too prefer Wally West to Barry Allen and I thought that Raven would pick up on something like that as well as the other mystical members of the League. I'm glad you liked Starfire's dialogue as I love the character and she's pretty straight forward to write for, I also took your advice and have introduce a main antagonist who will be a problem for Peter as well as Batman and I've also restricted most of the inner thought to Peter as though it's his comic book which is appropriate as he is the star of this story. I'm glad you're enjoying the story and I'm also looking forward to further developments in your miniseries.**

**Hishin Trueflame: I'm happy you fell in love with the story and am glad you would have chosen Raven but I'll include your vote as you asked nicely, thanks for taking the time to review.**

**Since it's probably going to be picked up on I might as well announce that the winner of the poll was none other than *cue drum roll* Raven/Rachel Roth, I'm quite happy with the result as I've never had a chance to write a story featuring Raven and she is a really complex character so I'll try to do her justice... she's also my favourite Teen Titan so hurrah!**

**I'd like to thank anybody and everybody that has reviewed, faved and followed this story thus far, thank you very much!**

**********Disclaimer: I do not own Ultimate Spider-Man, Justice League Unlimited or the Teen Titans in any way shape or form. I also don't own any other show I might decide to write into this.**

**********And if you have the time to check out Whenntooda's Ultimate Teen Titans miniseries then you should definitely do so, his stories are really well written so you should give it a read. The latest one is Ultimate Teen Titans: The Return of Red X, I'm enjoying it so you guys should too.**

**********Without further ado please enjoy!**

* * *

**Under My Skin Part I**

One week later…

City Unknown- Area Unknown- Early Morning

The flexible man dodged, weaved and contorted as he fought common criminals with ease making it look like a graceful art. The criminals tried uselessly but ultimately failed as they couldn't land a single hit on him, it lasted a few seconds before the footage switched to that of the same man catching a purse thief with a single strand of webbing. The footage continued to loop and switch to different heroic feats the man had achieved showcasing his abilities quite nicely, he seemed untouchable. Then the footage changed to show even greater feats of strength and agility while he was accompanying other heroes fighting villains, rescuing citizens from dangerous situations and in almost all of the clips that were shown he was talking. His youthful voice joking about frightening situations and the young man insulting criminals and thugs all the same and his laugh… his laugh was infectious to her.

"Interesting… but why haven't I felt you before? Why is it that only now you are known to me? So young and ripe, you are more than fit for my throne. Who knows, if you grow on me then I won't have to eat you" she said out loud feigning ignorance to those around her.

The special ones she had something in common with, something so small but something that allowed her to make them bend to her every whim. They would die for her given the opportunity, many had in fact… all for her ultimate goal.

_But this one… I can feel everything about him. This isn't just something in common, this is fate. The minute he decided to make himself known to me I knew he belonged to me_, her thoughts echoed not just through her head but the heads of those around her. What she liked to call her makeshift hive to be exact.

_I'm ready for you… I've waited so long but I am ready for you my darling Spider, you belong to me now and you don't even know it yet_, more thoughts shared throughout her 'web' of linked minds.

"Drone!" she ordered making a man snap to attention and grovel beneath her black high heels.

"... Majesty?" he muttered, this was an honor to him.

"Get ready for it is time my lover come's home" she said as her mouth slowly curled into a smile.

Earth's Orbit- The Watchtower- Early Afternoon

"And as the two heroes raced and swung off into the night several questions are still left unanswered, just who is this spectacular new hero and where did he come from? I'm Amanda Jones and for any and all news related to the Justice League and their new member the Amazing Spider-Man then DCNN is the news network for you" the blonde news anchor stated before shuffling a stack of paper and pretending to talk to someone off camera as the screen went black.

A black clad hand reeled back from the button that switched the screen off and turned to the star of the special all night coverage they had just witnessed.

"You've certainly been busy, getting back into the swing of things so soon?" the Dark Knight detective droned to Spider-Man as they retreated from the communications room of the Watchtower and began walking through its many corridors.

"Well I couldn't just sit back and do nothing, I couldn't care less about the media coverage… well at least its positive which is a nice change of pace but the important thing is that woman's child is alright along with the rest of those people we helped" Spidey stated remembering the hug he got in return. It made him feel all warm and fuzzy inside.

"I understand, you did a good job though. I was just a little surprised when I heard you went out with Flash, I though it would've taken longer for you to adjust to things" Batman stated as the two heroes turned a corner.

"Well it was starting to get a little cramped what with all of the guys up here at superhero day-care and all, plus Flash asked me to tag along" Peter finished as they both arrived at their destination, the observation deck.

Batman remained silent as he moved past Mr Terrific and looked over the several screens that were on display showcasing footage of various cities all over Earth.

"Batman I was just going to inform you that there is a disturbance in Metropolis, I remembered what Superman told me" Mr Terrific aka Michael Holt said as he folded his arms and turned his attention to Batman.

The rest of the core Leaguers were all pretty busy for the day. Superman, Green Lantern and J'onn were sent to deal with a cluster of asteroids that were on a collision course with the Earth's Moon while the Flash was busy with his duties in the Central Keystone Area. Hawkgirl and Wonder Woman were sent along with some other heavy hitters to deal with an active volcano that decided to erupt in a populated area, so Spider-Man and Batman stayed behind on account of both of them being out of their element. Superman had requested that if anything were to happen in Metropolis while he was away then Mr Terrific should send Batman and Spider-Man to deal with it as he wanted somebody he could trust to protect his city.

"I know… Spider-Man you're with me on this one, are you ready to move out?" Batman said as he turned to the arachnoid superhero.

Spider-Man was a little confused to say the least but decided not to show it, "Okay but do we know what's going on down there or are we just going to rush in blind?" Peter said moving over to the screen showcasing Metropolis and taking a look for himself.

"Several riots have broken out and the authorities as well as the media are already on the scene, it's a real mess down there" Mr Terrific explained as he looked Spidey up and down.

"What? Oh I'm Spider-Man… and you would be…?" Peter said extending his hand to the African American male.

"Mr Terrific" Michael said grasping the man's hand and shaking it, he couldn't help but notice that the guy was strong. He was probably a lot stronger than he let on.

"Why do they call you that? What's so 'terrific' about you?" Spidey said as he used his fingers for quotation marks.

"Well… I am a genius" the man said, he didn't really appreciate the way he said 'terrific' though.

"So what's your point? Batman's a genius, J'onn's a genius and I'm pretty sharp or so they say. Can you do anything else that's supposedly 'terrific'?" Spidey said folding his arms and looking the guy up and down.

"Well I can use my T-Sphere's to fly and I can absorb information at incredible rates" he finished waiting for a response from this unusual man who seemed to question everything new to him.

"So… what you're saying is you're a digital sponge? Well that must have its perks but I can walk on walls and Batman has a snazzy belt" Spidey said taking notice of the look of disbelief on Mr Terrific's face.

Mr Terrific remained silent and chose not to respond as it would only cause the young man to badger him with another question; instead he sought to change the subject entirely as the last thing he needed was some new hero berating his abilities and questioning his name.

"So Spider-Man, I must admit I haven't seen you around here long but I did happen to catch the news report about you. Good job kid, I don't know where you came from or anything about you but I'm glad you were on the scene when that fire broke out" Michael finished typing a few commands into the teleport control panel.

"Oh… well thanks I guess, I was almost cooked alive in that building. I'm just thankful-" Spider-Man was abruptly cut off as Batman opened his mouth.

"If you're quite finished I think we should get down there and see what's going on… unless you want to stay here all day talking to your new friend" Batman finished as he stepped onto the teleport pad and stared at the red and blue man waiting for an answer.

"Wow somebody got up on the wrong side of the cave this morning, alright let's get going Bats" Peter joked as he stepped next to Batman on the sleek white pad.

"One teleport to Metropolis coming right up" Mr Terrific said to the odd pair of heroes as he hit a couple of switches, in an instant a shining blue light enveloped them and they were gone.

* * *

Metropolis- Downtown Area- Early Afternoon

A bright blue light broke out over a tall apartment complex and the second two figures came into view one of them collapsed onto the roof's surface rolling around in sheer agony.

"Spider-Man!" Batman shouted as he went to aid his comrade.

"Oww…" Spider-Man struggled to say as he pulled up the bottom half of his mask and revealed himself to have a nosebleed.

"What's wrong? What happened?" Batman questioned the concern evident in his voice as he helped him up and onto his feet albeit a little shakily.

"My… my spider-sense went ballistic, it was so strong… stronger than anything I've ever felt" Spidey breathed out as Batman placed two of his forefingers to the man's neck.

After a brief moment he spoke up, "Your heart rate is increasing considerably but aside from that everything else seems fine. The other members told me about this so called spider-sense, it's a danger sense correct?" Batman inquired as he let Spider-Man stand by himself.

"What? I-I… yeah, it warns me of immediate or potential danger… why?" Spider-Man asked sceptically as he wiped his nose with the sleeve of his costume and pulled his mask back over his chin.

"It might be important… can you communicate with it?" Batman asked another question turning from Spider-Man towards the clean and pristine city streets he was so unused to.

"I… erm I don't think so, I mean I don't remember using it like that. This is the first time it's just gone off when nobodies pointing a gun to my head" Spider-Man said joining him at the edge of the building.

They both looked down and realized the severity of the situation, the streets were filled with people fighting and looting all the same. The Metropolis Police Department were doing their best to hold back the waves of mobs using riot shields and stun batons, it was complete anarchy. But the most curious thing about it was that it looked a mess, nobody was leading the riots or co-ordinating them. There was no super villain using some mind control gadget in sight and that's what didn't sit well with the two contrasting heroes.

"Whoa… this is insane, why are they acting like this? They look so…" Spider-Man strayed off from his sentence unable to think of a word.

"Uncivilized… I'm not surprised they're acting like this" Batman said calmly not even fazed by the complete hysteria below him.

He noticed the look Spider-Man was giving him, one of complete confusion and utter disbelief.

"They're panicking for reasons they don't quite understand, we have no idea why they're acting like this but we're going to get to the bottom of it. A person is smart but people… people are scared, we just have to avoid the crowds and locate the source of whatever it is affecting these people" Batman finished his explanation as he kneeled down on the roof's ledge and used the optics in his cowl to zoom in on street level.

Spider-Man noticed this and tried to get a look at what it was he was looking at but to no avail, "You mind if I ask what you're looking at?" Spidey said just as Batman rose back up and stood to his full height.

"Haven't you noticed? Not everyone is being affected, there are some people down there that are just caught up in the crowds and looking for shelter from the people around them. I've also noticed it's not isolated to gender or age, everyone that is affected vary from men to woman to even children" Batman explained as he began typing a few commands into a small portable computer on his right gauntlet.

"Okay… I think I see where you're going with this, so if it were mind control or something like that then everybody would be affected. Like you said there are still some people unaffected which is why there are riot squads down there, they're not being affected at all. So that rules out any bio-chemical weapon but could it be some kind of… I don't know ultrasonic frequency perhaps? One attuned to certain people?" Spider-Man theorised placing a thumb and forefinger on his chin.

Batman's lips twisted into a small barely noticeable smile, "You catch on quick Spider-Man" Batman said lowering his arm and taking a running start off of the building.

Spider-Man followed and was keeping pace with the Dark Knight easily leaping and bounding across rooftops, after a couple of minutes the two came to a halt on a rather low-rise building and surveyed the area.

"If you're wondering why we stopped allow me to explain, I scanned the immediate area for high frequency sound waves and got a lock at the building beside us" Batman elaborated pointing to the tall clean white building next to their low rooftop.

"So let me guess… the signal's coming from the top?" Spider-Man questioned for the heck of it as they both knew the answer.

Batman nodded confirming any doubts he may have had before pulling out his grapnel gun from a pouch on his utility belt.

Spider-Man caught on, "Last one there has to tell J'onn where his oreo's went" Spidey shouted as he flipped onto the building's side and scaled it with frightening ease.

Batman merely shook his head and turned his gaze to follow where his temporary partner had disappeared to, he studied the distance with his calculable mind and came to the conclusion that his line would only go so far. He'd have to find an alternate route for the rest of the building.

"But maybe that will give me some time to figure out who's behind all of this and what's happening to these people" Batman said to himself as he raised the arm holding the grapnel gun and fired it to the highest point it would reach and with that he was off like a bat out of hell.

Spider-Man flipped over the edge of the building and landed in a menacing crouch in an attempt to intimidate whoever was behind this madness, it probably would have worked had Spidey not been completely and utterly lost for words at the sight before him. A group of civilians were waiting hand and foot on a slim beautiful seemingly normal woman in a smooth black dress and heals, her hair was styled in a neat bun and coloured obsidian black with shimmers of blue here and there and she held a certain majestic proud presence around her. If that wasn't enough the civilians surrounding her seemed to be holding her up above their heads using an office chair as some kind of throne for her, she had her right arm rested on a man's head rubbing his hair as though he were her pet.

Spider-Man was at a loss for words for the first time since he arrived in this alternate dimension so evidently she was the one to speak first.

"It's about time Spider-Man, I was beginning to think I'd have to do something a little more drastic to gain your attention" the woman said. She spoke calmly but Peter could sense the authority in her voice right off the bat, the citizens who were carrying her lowered her down to the roof's surface thus enabling her to approach the man in red and blue tights. Just the way she walked up to him without any trepidation worried Peter to a certain extent, this woman was far beyond normal.

Spider-Man didn't want himself showing any fear and quickly barricaded his mind with quips and one-liners at the ready.

"You know Momma Spidey warned me not to talk to strange ladies, what's going on here strange lady? You didn't do something freaky to these nice people, did you?" Spider-Man said his voice full of cocky confidence dripping with childish banter.

The woman smirked slightly before talking, "You're a lot younger than I thought you'd be…" she paused in the middle of her sentence and elegantly sniffed the air between them. She smiled once again and took a step closer to Spider-Man, "I'd guess nineteen… such a sweet smell" she whispered towards him.

To say Spidey was creeped out was an understatement, his spider-sense was screaming at him as if it was almost pleading with him to just leap off of the rooftop and get away from her. Peter chose to ignore it and held up both his arms towards her ready to thwip it at any time.

"Okay… I'll take that as a big creepy 'yes'. Now how 'bout you put 'em where I can see 'em, no wait that's awful… in the words of a certain animated sheriff how about reach for the sky?" Peter said putting on his best southern accent possible.

The black haired woman merely ignored him and took another step closer to him as though she was tempting him to apprehend her, Peter didn't mind one bit and complied. But at the exact moment his two fore fingers tapped the pad on his palm his entire arm flung out to the side as if it had a life of its own, using the distraction the woman spun on the spot and delivered a bone shattering kick to his knee.

"AA-AHH!" Spidey's knee buckled but didn't break under the kick thanks to his durability but it didn't exactly tickle him either.

Spidey was on his knee's trying to gain his bearings, his own thoughts raced through his head calling him stupid and all variations of the word.

"Maybe I should've waited for tall, dark and brooding… oy that's gonna leave a mark" Spidey muttered underneath his breath as the woman loomed over him, for the first time during their confrontation she looked angry and not just somebody ate the last slice of pizza angry but full blown uncased rage.

"One chance, that's all you get. Do that again and this city will suffer worse horrors than that feeble little mind of yours could possibly imagine" she spoke through gritted teeth whilst veins almost popped out of her face.

"Listen lady that face isn't gonna work on me, I've had to take on a cranky Bruce Banner so why don't you…" Spidey said as he scurried past her and flipped on one hand into a crouch.

"… Take a seat!" He exclaimed as he proceeded to sweep her legs, the woman fell back onto her backside and stared at him incredulously.

"Now let's talk: Is this a 'revenge on society' thing or are you looking to make a quick buck? It's the same as money you know" Spidey said pinning her leg to the ground with one hand.

"I… I am your Queen" the woman managed to get out before Spider-Man blatantly interrupted her.

"Well sorry you're Highness but we vote in this country and I sure as heck didn't vote for you, in fact I can't remember voting for anybody now that I think of it" Spider-Man quipped pausing to think going so far as to strike a quizzical pose.

The woman visibly clenched her jaw, she had had quite enough of him jeering about with her so she reared back her free leg as far as she could revealing quite a private sight beneath her dress. Spidey though could not resist taking a jab at her, "Pink huh? You know that's a good colour for you- OW!" Peter groaned as she lashed out her leg striking him straight across the jaw adding a bleeding mouth to his already bleeding nose.

The kick knocked him back but did little damage to him, at best it only dazed him but the more time he spent around this woman he seemed to grow weaker. He couldn't explain it but it was as though she was draining his energy just by being around him, the woman was once again standing over him ready to strike at any given moment.

Spider-Man could barely hear her coming and probably wouldn't have been able to react in time if it weren't for a loud commanding voice ordering for him to move, "Spider-Man! Back away from her!" the Dark Knight roared as he burst through the roof's door covered with mindless civilians trying to slow him down.

Choosing to listen to his spider-sense this time Spider-Man's body automatically moved with the sensation at the back of his skull, he reverse handsprung away from her as she brought her heel down into the concrete where he was just crouching. Spidey couldn't help but notice that her stomp left a small dent in the roof's surface as he landed on a nearby wall with his arms spread out wide assuming a spider pose.

"Uhh… jeez… I don't like where this is going, are you stalking me or something?" Spidey said carefully studying her from a few feet away. He figured maybe if he kept his distance long enough until he figured something out then he could get out of this.

"Stalking you? Please… nothing so primitive. But preparing you, well that's an entirely different story. Tell me Spider-Man, do you hear that sound?" the woman asked as she slowly touched up her sweat ridden hair.

Spidey tilted his head to the side showcasing his cluelessness all the while trying to ignore the streams of blood travelling from his nose and mouth slowly making its way down his neck, all of this flipping and twisting was sending it all over his face and his hair was matted with blood and sweat. He could see her quite clearly through his lenses but she was accompanied by a few specks of crimson blood here and there, he would definitely need a shower later.

Totally amused at his sheer bafflement the woman shot open her mouth and let nature take its course, a bone scraping screech emanated from her mouth and shot through Spidey's body like a freight train. His entire frame crumpled in agony as he fell from his perch on the wall and writhed around in unbridled pain on the floor clawing at his head for mercy. He began screaming at her in pain, begging her to turn it off but his pleas were suddenly cut short as she was over to him in an instant landing a solid blow across his jaw. His head smashed off of the side of the wall he was just on and he collapsed onto the floor, he could taste the blood much more prominently now but couldn't do anything about it as he was slowly helped to his feet by the civilians she commanded.

"Ehh… I like you Spider-Man… you're a survivor. I can sense it and I also respect it, it's all about survival- who'll be left standing when the bomb goes off" she breathed heavily as she tucked a few lose strands of hair behind her ears from their little scuffle.

She took a step closer to him as her minions held the weak hero firmly in place, she gently pulled up the bottom half of his red mask letting it stop at the bridge of his nose. She eyed his mouth and began stroking his jawline with her thumb wiping away some excess blood in the meantime, after admiring his features more closely she slowly leaned forward and placed a gentle whisper in his ear.

"Just think of me as a cockroach handsome, the biggest one you ever saw" he could feel her breath on his skin and it sent tingles down his spine and sensations through his mind… but the trouble was they were the wrong kind.

Batman was struggling to break free of the men that were holding him, it didn't help the fact that three women had climbed onto his back holding him low yield towards the roof's surface. He looked up towards the woman as she just seemed to be staring at Spider-Man intently almost as if her eyes were drinking him in but Bruce knew she was going in for the kill. In a desperate feat of willpower he managed to wriggle his right arm free and whip out a batarang from his utility belt and let it fly towards the woman.

He watched it fly towards her almost as if it were moving in slow motion; she was completely oblivious to the stylized piece of craftsmanship slicing its way through the air between them getting closer and closer by the second. It wouldn't have been a fatal blow had it hit but that didn't even matter as one of her mindless slaves threw himself into its path taking the small sharp gadget in the shoulder whilst shouting 'Majesty!', Batman cursed to himself as the man hit the floor clutching at his wound.

"You! What are you doing here rodent?!" the woman screamed as she whipped her head around shortly followed by her dress to gaze upon the Batman.

"This was never going to happen Ana. I'm giving you fair warning: stay away from him and surrender now" Batman said noticing some of the almost drone like people ease up on their grip whilst others let go of him and stepped away from him entirely.

"That's the difference between you and I, Wayne. You deal your own brand of justice and protect them as if they're human, what do I care for the lives of a few mindless drones?" the woman now simply identified as Ana shouted at him while raising her left arm. Various objects began to levitate in mid-air all over the building's roof as well as the drones that surrounded her, the batarang that Batman threw dislodged itself from the shoulder it had entered and began levitating also.

"Wait! Stop-" Batman shouted but was swiftly cut short as the objects were hurtled his way.

He maneuvered a few objects as well as people before his own batarang span towards him and sliced him across the jaw, blood poured down his chin as he took a moment to recollect himself and gain his bearings. While he was on the floor she casually strolled over to the downed Detective and stood over him just like she had done with Spider-Man earlier.

"It's coming Brucie, just as you always knew it would. I'd like to say I've missed you over the years but as you can see I've moved on" Ana said as she swayed her hips to the right referring to the arachnoid just off in that direction.

"So have I… but you just don't move on Ana, you move laterally like the insect you really are" Batman said looking up to the woman giving her a fierce glare.

"Ah yes… the warrior Princess" Ana mocked as she stared right back at the Dark Knight unfazed by his famous glare.

"Hey! I thought you didn't know what was going on here… you know this chick?!" Spider-Man struggled to shout at the two of them breaking up there little exchange as he struggled to stand with every available member of her hive having pinned him to the spot.

Batman heard him but chose to ignore him for now, he'd explain everything after they got out of this… if they got out of this. Ana however was reminded of the reason she was even there, so for some alone time with her new focus of attention she stamped down hard on Batman's head instantly knocking him unconscious. Blood flew from his mouth as he hit the floor not moving one bit, Ana laughed out of necessity.

"Oh, how could he forget me" she said her tone low and sultry as she turned once again to Spider-Man. She was surprised by what she saw, every abled body in her hive were now on top of him and struggling to keep him in one spot as he was slowly regaining his strength.

"You wanna prove a point lady, then how about you and me dance without your gang of moronic puppets here?" Spider-Man taunted her as blood still flowed freely from his nose and mouth.

Ana tilted her head towards the man and stared at him thoughtfully almost as if she was waiting for whatever he might come out with next.

"I'm not too proud to kick that big ole' butt of yours if that's what you're worried about" he taunted her even more hoping that she'd fall for what he was doing like so many had in the past.

They both stared at one another for a couple of minutes waiting for the other to say something until finally Ana smiled.

"Step away… I'll take care of him myself" she commanded as her minions began to slowly but surely loosen their grip on the spider themed hero.

_Child's play_, Spidey thought to himself as he stood for the first time in a while on his own.

However his thoughts were short lived as she raised her right hand as if perfecting a note in a harmony and began screeching. Spider-Man keeled over in pain as he began screaming once more, he managed to keep his footing but couldn't even feel where he was standing as his whole body went numb. He couldn't take much more of this and this was only confirmed when more blood poured from not just his nose and mouth but his ears too. After what felt like an eternity of unrelenting pain and punishment she finally stopped, Spidey swayed on the spot as he tried to keep his balance but ultimately failed as he eventually fell into her arms almost as if she was embracing him. She rubbed his back gently tracing the dark red sharp spider symbol in the process, she then cupped the side of his face feeling the blood drip beneath her fingertips as she brought his head high enough to meet hers.

"Don't find shame in defeat Spider-Man, this is simply the way of things. You could never have stood against me… this is nature's way" she cooed as she pulled his face closer to hers.

To her the kiss felt like two electrons colliding at the speed of light, it was glorious for she had finally found someone worthy. She could taste the blood drip from his mouth and into hers and she welcomed the feeling, his taste was sweet and innocent but also strong and pure and she couldn't get enough of it.

To Spider-Man he couldn't feel a thing, well aside from a sledge hammer being brought down on his skull. The pain was too much and he couldn't even think properly, he could sense her tasting him and he felt violated. He was just waiting for it to end but unfortunately began struggling to breathe, she wouldn't let go. His respiratory system felt like it was about to fail as his lungs emptied themselves and just like that he blacked out his brain starved of oxygen.

* * *

_I feel something_, Peter's mind began to function again as he slowly came to in new surroundings. He tried to move his arms but his effort proved useless as he realized he was stuck to a wall. He could also feel the fabric of his mask cling to his face on account of the dried blood all over his head. The room he was in was dark and empty, similar to that of a spider's preference.

_It's a web, warm and inviting… wet_, he thought as he noticed the material had him stringed up and was covering his entire body. It definitely wasn't his own webbing as it was the wrong colour and looked completely organic, he could feel the texture glide across his skin even through his costume and for a few brief seconds he felt… right.

_My brothers and sisters working dutifully… for the good of the hive, as it should be_, alien thoughts entered his head unwillingly as he noticed the mindless civilians she had taken advantage of working as a unit. They were passing inanimate objects to one another in single file lines almost like an ant colony would.

_I'm trapped, waiting… anticipating. Something's coming towards me, something vile. And it's crawling under my skin_, Spidey thought just as he sensed Ana walk straight into view as if out of thin air.

"You're probably wondering why I haven't took off your mask, I've tried to make it perfectly clear I'm not your enemy. I have no need of the man, I just want the spider" Ana tried to reassure him but the last part of that sentence didn't sit right with Peter. The way she pronounced spider made him panic slightly.

"I don't know whether to be terrified or flattered… but my last relationship ended abruptly in a pretty bad way, I don't know if I'm emotionally ready yet. Plus I don't date psychopathic stalkers, it saves on medical bills" in an instant Spidey forced his bravado up to maybe keep her talking but he had a feeling that talking wasn't the first thing on her mind.

"Ha! Witty… you have a very cute sense of humor. I like that, it's a big bonus" she said smiling towards him as she carefully took hold of his mask and began peeling it back.

"Please… call me by my full name, it's Adriana" she said placing one of her long shapely legs in between his two outstretched ones.

"Okay… personal space. Personal space!" Spider-Man shouted as she gently began rubbing and grazing her leg against the inside of his thigh.

"Relax… its nature's way" she quietly teased him as their faces were centimetres apart her voice low and alluring.

"Who knows, you may just enjoy it" she whispered once more as her breath mingled with his and blood dripped openly from his nose.

_Our lips meet and I can hear a sound, a fusion of dripping raindrops and a fresh murmuring breeze, _he could see a wide crisp field headed by an old barn and farmhouse. The sun was shining and glimmering; a nearby spider's web caught the rays and reflected them beautifully. He watched the spider intently waiting for it to move… no wait, he was the spider.

_Fresh fly in the web, caught it this morning… I'm truly alive_, he thought as his vision faded back to the dim lit room he was in before his fantasy.

_She wants only me… it's an honor, _he thought as he could feel her deepening the kiss clutching at the side of his face. He had to get out, it was now or never.

_No!_

"Blehh! Get off of me lady" Peter shouted spitting blood onto the floor as a result of their intimate moment.

"No one does that to me, you insignificant worm. No one!" Ana yelled fiercely grabbing a hold of his chin and rearing her left arm back.

She struck Spider-Man once with a powerful backhand followed shortly by another slap across his jaw sending blood flying every which way, his head rolled with the slaps as he felt so tired. Peter just wanted to get out of this nightmare alive. He was quickly brought back to reality however when she firmly grabbed his jaw crushing his lips together in the process, blood from his mouth and nose trailed over her hand and dripped from her fingers but she relished in the feeling.

"You'll forget that you were ever a man or that you lived among them, you're one of my hive now. You belong to me so you'll love me whether you like it or not" she spoke through gritted teeth venting her anger on him like an abusive spouse.

Ana then let his face go and made him watch her as she slowly licked the blood off of her hand, Spider-Man felt sick to his stomach as he had a hard time keeping the contents of his breakfast down but Ana smiled lovingly at him and licked her lips as though she couldn't wait for the two of them to get some personal time alone. She turned to leave and as she neared the end of the room where the door was she heard him mutter something under his breath.

"I doubt it, you skank" Spider-Man said in a low tone whilst blood dripped from his chin forming a crimson pool beneath him.

She smiled at the insult though; it would appear that she liked her mates to have a little fight in them. With her business concluded there she proceeded to switch the light off and leave him with his thoughts in total darkness.

* * *

Titans Tower- Jump City- Late Afternoon

A news helicopter slowly circled the building the fight had taken place on as a female reporter was doing her job and reporting what she had just seen to the country.

"We're flying high above the riots in Metropolis right now but there seems to be no further activity on the rooftop where the exchange had taken place, two members of the Justice League were seen here a few moments ago fighting what appeared to be a woman in a black dress and a group of unarmed civilians. The two heroes were none other than Gotham's own resident Dark Knight and the newest member of the League Spider-Man who has been incredibly active this past week ever since his first appearance in Keystone City alongside the Flash and he is certainly making a name for himself. As you saw earlier the woman seemed to be ordering the citizens to attack the two heroes while she focused most of her attention on Spider-Man even going so far as to kiss him, whether or not this is linked to the riots transpiring street level remains to be seen but if that turns out to be the case then this news reporter certainly hopes that the Bat and Spider can get to the bottom of this" she said speaking towards the camera as she tried to lean out of the helicopter to get a better view.

She pressed a button on the remote and proceeded to change the channel, the image on the giant HD plasma screen turned to that of four women on a couch talking about recent news and events or just gossip in general.

"Apparently the Mayor of Metropolis has raised an inquiry into the rooftop encounter between the Spider-Man and the unknown woman in the black dress-" the first of the women on the couch spoke up about the very recent situation in Metropolis but was interrupted by the fourth woman on the couch.

"Ohh! Spider-Man can raise an inquiry into me anytime! He is such a hottie!" the woman was of African American ethnicity and raised her hands up level with her head while the crowd burst into a fit of laughter.

Raven shut her eyes and sighed deeply, it seemed the new Justice League member was already everywhere in some shape or form. She had been watching T.V for a few hours now since breakfast and every channel she watched mentioned him at least once, granted she had nothing against him as he was just doing the right thing but even she could tell that he didn't like being plastered across the news just by his actions. He would always just take off after saving someone's life and avoid the media frenzy, very much how she felt when the Titans were done for the day.

Speaking of Titans the rest of them were busy participating in activities of their own, Beast Boy wasn't too far away as he was fixing himself something to eat. Robin and Cyborg were also in close vicinity as they had found something which may have been important to the string of missing villains and as for Starfire, well she was working up a sweat in the gym messing around with the new target practice system Cyborg had installed.

Raven enjoyed the momentary peace and quiet because she knew well that it would soon be over on account of her teammates, even she knew the stuff Robin and Cyborg were working on was crucial to this whole Justice League case so she didn't want to disturb them. She was wearing her hood down as she virtually always did in the Tower; the only time she wore it up was when she didn't want to be disturbed.

Raven turned her head from the T.V to the kitchen expecting Best Boy to finish his snack at any moment, he was wearing his relatively new Spider-Man hat. He had been wearing it a full three days and refused to take it off, the hat's pattern was of Spider-Man's mask. It held wide white spider eyes surrounded by red and a sleek black web pattern, the material was obviously nothing like his costume though. She as well as the other Titans had gotten a chance to see it up close when he was at the scene of the fire, the detail was incredible and looked smooth to the touch. The suit would have to be pretty elastic for its wearer; even Raven had to admit the way he moved was for lack of a better word amazing. The man was even more flexible than Robin which was a lot to say considering Robin was a master acrobat but Spider-Man could do things Robin could only hope to do in the field of gymnastics.

Speaking of Robin he and Cyborg decided to drop down onto the couch next to Raven along with an eating Beast Boy and a worn out Starfire, Raven didn't mind though as she was in a pretty good mood.

"Find anything interesting?" Raven asked with curious eyes and her usual monotone voice.

"Interesting yes but the problem is we have no idea what it is, me and Cy have run it through every test but we're not getting anything. It doesn't generate heat or give off any kind of radiation, at a guess I'd say it was some kind of insanely advanced tech. And when I say advanced I don't mean from the future, nothing on Earth is capable of this kind of technology… believe me" the Boy Wonder explained turning to Cyborg for a confirmation.

"I gotta agree with Rob on this one, I bet the Justice League don't even have this kind of tech on their Watchtower" Cyborg said fiddling with a small metallic compartment on his right arm.

"Hey speaking of the Justice League, when do we get to hang out with them? You said we'd be working closely with them or something… I'm sure Spider-Man's looking for an awesome partner" Beast Boy questioned Robin before twisting his hat around thus wearing it backwards; he held a proud smirk on his green visage.

"Yes Robin, did you not say we were to be doing the hanging out with them? What about the Man of Bats? Did he not say to contact you if you find something?" Starfire innocently questioned with a wide smile plastered on her face as she pointed to the small cobalt and silver cube in his green garbed hands.

"Well… I have been thinking about contacting Batman to fill him in on what we found" Robin said poking and prodding at the small piece of technology in his hands.

"Something tells me he's a little busy at the moment" Raven said slowly grabbing a book she had set down a while ago and floating over to the other side of the room for some alone time to read.

"Huh… what do you think she meant by that?" Beast Boy said with a dumbfound expression etched onto his face.

* * *

The Dark Knight slowly came to and instantly surveyed his surroundings, he was definitely in a new room and Ana's mindless henchmen were all around him. He noticed Spider-Man directly across from him stuck to the wall covered in webbing, this was nothing new as Batman had been in situations like this before. He'd already noticed he was upside down as he could feel the blood rushing to his head and could see his pitch black cape dangling below him, the only thing that was new was the webbing holding him up.

Bruce felt a delicate finger poke him in the forehead and he realized she was in the room with them.

"Don't worry Brucie, I'll make it quick. You never were one for goodbyes" she teased him and one could hear the venom in her voice when she spoke to him.

Batman merely ignored her and turned his head to the side referring to Spider-Man behind her, "Do you have a plan for your new boyfriend Ana? He doesn't seem too enthusiastic" he told her all the while keeping his trademark scowl on his face.

"Oh he'll warm up to me, he just doesn't know it yet" Ana said as a fond smile graced her lips. She turned her head to the side and glanced at Spider-Man pursing her lips slightly, Peter felt disgusted.

Meanwhile Batman was already hard at work breaking free, he had managed to reach a small switch blade he kept on him and began slowly but surely slicing his way through the webbing that restrained him.

Ana once again turned her golden gaze back to the Batman and her brow knitted together, "You should have taken your chance years ago when you had it Brucie. I told you my time would come before yours, with what I am now… I'm not sure you or even your pathetic Justice League could stand in my way" she said spitting the words like poison.

Batman had heard enough and broke free delivering a fierce kick to the woman; she stumbled back across the room and ordered her minions to attack.

"Find your target, you morons! Shoot the Detective!" She screamed as her drones opened fire on the tall shadow.

Batman ducked underneath the shots and recovered dealing a swift kick to one of the gunner's chest instantly incapacitating him, reaching into his utility belt with lightning fast reflexes he quick-drawed a batarang letting it fly towards its target. The batarang reached its destination in seconds and sliced the webbing holding Spider-Man to the wall like tissue paper, Peter fell towards the floor and upon landing springed into a front flip landing next to Batman all the while pulling his mask back over his features.

Standing back to back in the center of the room Spider-Man and Batman were quickly encircled with hostile civilians, Bruce assumed a defensive stance while Spider-Man tried tearing some of the excess webbing from his arms.

"Go after them! Protect the Spider but kill the rodent!" Ana ordered as anger swelled up inside her very being, it appeared she had underestimated Batman once again.

"Sweet… and you two know each other how exactly?" Spider-Man asked lightly as the drones began attacking them.

"Not now!" Batman exclaimed as he tried to disable as many as possible without actually causing any damage to them, they were just innocent people after all.

"Oh come on! You can understand why I'm a little curious, can't you?" Spidey said his tone playful as he leap frogged over a man's shoulders and delivered an extremely tame kick to another man's chin sending him crashing to the floor.

"Just try not to injure any of them" Batman said trying to keep calm and focused as a man came at him with a gun drawn, Bruce grabbed the man's arm and twisted it slightly making the man drop the firearm in seconds. He then shoulder barged the man and sent him to the ground in pain while another charged him, Batman struck his leg out tripping the man before he got the chance to do anything.

Spider-Man was also quite busy as a woman leapt at him from nowhere; he caught her in mid-air and tried to gently lower her to ground before webbing her in place. With a moment of breathing room the two heroes ran through the building away from the drones and in pursuit of Ana.

"Spider-Man… I have to know what she's planning. We have to stop her at all costs but that won't be possible unless I find out why she's resurfaced after all these years. Did she tell you anything?" Batman pressed the younger hero for answers as they turned a corner and ran into what looked like an office block.

"Only that she wants to make weird freaky insect-babies with me, or something along those lines. Kinda like 'the Bachelorette' for the clinically insane, apparently she has a short list of possible mates… I think she's narrowed it down to me and a caterpillar from Cleveland" Spidey joked as he took purchase on one of the floor's foundations.

"She's ready to mate? I've been worried about something like this-" Batman was unable to finish his sentence as he turned to the left and noticed Ana surrounded by levitating office equipment. The two heroes took cover as they were bombarded by desk drawers and office chairs, Batman took cover behind the floor's foundation while Spider-Man was perched above him.

"Not half as worried as I am chief" Spider-Man said in a whisper as he lowered his head down level with the Dark Knight's own and spoke into his ear.

Then out of the blue Spider-Man launched himself into the air and shouted, "Hey I've got an idea: cover me!" Batman didn't even get to respond as he was already caught mid-air by Ana's raised hand as well as a lot of drones and inanimate objects.

Spider-Man grunted in pain as he was sent flying back into the support foundation knocking a solid block of concrete out along the way, he quickly recovered however and was on his feet by Batman in a heartbeat.

"What do you think you're playing at?" Batman questioned the irritation evident in his voice as he was jumped from behind by another drone.

"Nothing! I just really wanted to say 'cover me!' How does she do that?" Peter questioned as he backed up against the support foundation for cover.

Batman threw the man off of his back and joined him in cover raising his bulletproof cape up and over them to avoid being shot at by several gunmen on the other side of the room.

"All I can tell you is that she has immediate control over all insects and those with the recently discovered 'insect-gene', I'm assuming that probably includes you in some way" Batman said averting his gaze from the other end of the room and looking directly into Peter's white lenses.

"You won't even get close to her Spider-Man, you can't. She controls you in every way you can possibly think of" Batman told him waiting for his initial reaction.

"Girls can't control me; they can only hope to contain me. Now if you'll excuse me, these nice people need my help" Spidey said spinning a webline and swinging through the balcony door Ana had ran through just a moment ago.

"Spider-Man!" Batman shouted as he tried to pursue him but was held back as the gunmen wouldn't ease up on their trigger finger, he'd have to deal with them before he could even get close to Spider-Man. Bruce gritted his teeth as he hated it when nobody listened to him.

"Well, well… here to arrest me Spider-Man?" Ana questioned playfully as she stood on the building's balcony grasping a hand full of her dresses material in her left hand.

"I think I can do that. You have a fat ass, you have the right to remain skanky. Anything skanky you do will be held against you by the court of public opinion-" Spidey began mocking in a crouched position but was cut off by the woman he directed it at.

"Look behind you" she said her face twisting into a small scowl.

The simple sentence chilled Spidey to the bone and as he slowly turned to look behind himself his fears were confirmed as a row of people were stood on the balconies edge in a neat and tidy row. Spidey's jaw dropped open as he was ready to scream in fear at the sight of these innocent people falling to their deaths.

"These people are innocent, let them go. They have no idea what they're doing" Peter said his tone even as he tried to reason with her.

"Mm… yes, they do. The small part of them that remains human is terrified that they're about to die. It's the insect part of them that keeps them here to do as I choose, just as it does you" Ana explained now having Spider-Man right where she wanted him.

"I could let them go if I wanted to, I could kill millions more. Or I could tell them to stand down" she said her voice full of malice now having full control of the situation.

Spider-Man waited for her to let them go but unfortunately that moment wouldn't come as she decided to speak up once more.

"Or jump" she muttered the words and as soon as they fell from her dark red lips the victims on the edge of the balcony fell backwards and to their deaths.

"NO!" Spider-Man screamed his arm outstretched as though he were trying to reach them.

"You monster! You didn't need to do that!" he shouted once more his fists trembling with uncontrollable anger he held towards this woman.

"I needed to prove a point to you, don't make me have to prove it again" Ana threatened as her expression switched from one of triumph to one of determination.

"You're nothing, you're an ant. You're mine" Ana claimed as she stretched out her arm towards Spider-Man bending his body to her will.

Spider-Man twisted and fought for control of his own body but ultimately failed as he was sent straight into the balcony floor creating a small crater with his back, the pain was excruciating and he could barely move. His back arched as another jolt of pain shook through his frame.

"Nnn… I belong… to me… you fat old trout…" Peter struggled to breath as his ribs felt like they were about to break from the pressure she was exerting.

"Curious choice of words but it matters not because you will not find the strength to stand up to me. Your heart's on fire… your brain's being stuck with a red-hot poker. Still think you'll kick my butt as you so eloquently put it, Spider-Man?" She questioned him feeling absolutely certain of her victory.

"… How could I miss it? It's as big as the frickin' Rhino" Spider-Man said succeeding in making another joke. His hands reached up to his head as he scratched at his skull trying to fight her dominion over him.

"Give in to it Spider-Man, don't try to resist. Be mine" Ana told him as he slowly began rising to his hands and knees.

Playing it safe she once again brought her foot down across his jaw and his body slumped in defeat as though it were refusing to get up.

"Never" Spider-Man breathed his whole body shaking unsteadily under the pressure of her will, eventually his head fell to the side in complete exhaustion his willpower being spent for the day.

Ana smiled down at him as she knew she had finally won, there was nothing he could do about it and fighting it only ended with his defeat. But in the blink of an eye a bright light lit up the balcony like a Christmas tree and Ana grew disoriented, she stumbled back as she tried to shift her eyes to the person responsible.

"You idiot! Don't pretend you don't know what you've done, you're civilians first and you next!" she screamed as her voice was masked with rage.

Then out of nowhere the one person in the immediate area she couldn't control rushed out of the blinding light and went straight for her.

"You wouldn't dare" she muttered as the Batman tackled her and shoved her off of the balconies edge.

Ana screamed as she free fell from seventeen stories up, Batman ignored the scream and made sure she fell all the way. He knew the fall wouldn't kill her and by the time they'd get down there she'd already be long gone but it needed to be done, she almost had Spider-Man. He glanced at the spot he had rolled the flash bang to and was satisfied it did it's job.

Batman turned from the edge of the balcony and looked over to his fallen partner, he made his way over to him and slowly helped the wall-crawler to his feet.

"Wow… feels like I rented my skull out to a bunch of Dallas Maverick fans" Spidey quipped as he struggled to stand up straight.

Batman merely scowled as he wasn't in the mood for any jokes.

"What?" Spider-Man questioned noticing the scary look he was getting from Batman.

"You couldn't win and you knew it, she had every tactical advantage and you still kept pressing. Looks like you still have a lot to learn" Bruce scolded Peter as the latter held his head groaning slightly.

"Yeah, well… I thought I was done making mistakes and letting people die. Looks like Cap was right, I don't deserve to wear this costume" Spider-Man said lowering his head and realizing the reality of what had just happened.

For a split second Batman felt a little guilty about what he had just said but quickly brushed it off as he placed a hand on Peter's shoulder.

"Peter, there was nothing you could have done. Even if you had dived after those people she would have stopped you just as quick, this job comes with a price and we have to accept the fact that we don't always 'save the day'. But you're still a little rough around the edges" Batman finished as he turned away from him looking down over the balcony noticing that the rioting masses were starting to slowly come to their senses and calm down. It would all sort itself out in time so he and Spider-Man could dress their wounds for the day.

Peter raised his head, "Well… why don't you teach me?" he asked following Batman's gaze at the madness that had occurred only minutes ago.

Bruce was a little surprised at this and turned his sight back to Spider-Man looking at him intensely.

After a few moments he finally spoke, "Perhaps" he said as he was notified by his cowl that somebody was trying to contact him.

He saw Peter was about to respond to his answer so he raised his hand telling him to wait a moment.

"Batman here" he said touching his two forefingers to his cowl.

"Hey Batman… its Robin, listen you know when you said if I find something to give you a call and-" the voice on the other end of the line was cut off by Bruce.

"I know what I said Robin, I've been a little preoccupied for a while. What have you found?" Batman said talking to his former partner.

"Well… it's a little hard to explain but… you're gonna wanna see this immediately" Dick said voicing his worry as he had no idea what he was dealing with.

"I'll be there as soon as possible… and Robin" Batman said his voice trailing off somewhat.

"Uh yeah?" Robin questioned unsure of what his mentor was about to say.

"Great work" Bruce said offering his congratulations to the Boy Wonder.

"Oh… thanks Batman… Robin out" Dick said a small smile forming on his face as he ended the connection.

Batman sighed to himself before motioning to Spider-Man to brace himself for a teleport.

"So Brucie… where to next?" Peter said his tone light hearted although it held a hint of cockiness.

Batman stayed silent as he stared at Spider-Man, the two stared down one another for a while white eyes boring into white eyes until Peter spoke up.

"Don't worry, I won't tell anybody… but seeing as how she called you Wayne first and then Brucie I'm willing to guess you're names Bruce Wayne. Am I close?" Spider-Man asked innocently.

Batman wasn't worried at all considering the circumstances, Peter was a hero from another dimension entirely and ended up there all alone so he knew his secret was safe but none of that was significant anymore as Bruce knew he could trust Peter one hundred per cent. There was just something about the man that he liked but even he had to admit he could be more irritating than Wally.

Batman smiled lightly, "Well done… maybe they should call you the World's Greatest Detective" he said throwing in a small joke.

"Ha! Good one… so Batman where are we headed to next?" he asked folding his arms waiting for a destination from the Dark Knight.

"Jump City" Batman simply answered.

* * *

**Oh noes! What is Batman hiding from Spider-Man? How does he know this Ana? Just what is the strange gizmo Robin has found? What will she do to our favourite wall-crawler? Well all these questions aside one things for sure, it can't be a good thing. **

**Stick around as next time Batman and Spider-Man hit Jump City and you can be sure that Spidey has a few questions up his sleeve for the Dark Knight.**


	7. Under My Skin Part II

Alright then on to Chapter seven, I wish I could say I had fun writing this but I can honestly say this was a huge pain to write. Not because of the the contents of the chapter but because I wrote the entire thing out and then my computer decided to crash and al lot of my things were deleted, I tried to recover them and got most of them back but I had to re-write this entire chapter.

Now please excuse me as I'v tried to approach the beginnings of a relationship between Spider-Man and Raven but I'm not so great at writing emotions for characters, especially a character as complex as Raven. I've tried my best and hope to develop it more as the story continues so don't be afraid to tell me whether I'm taking it too slow or doing it too fast, this chapter is mostly exploring Batman's relationship with Ana from his POV and Spider-Man meeting the Teen Titans but it does address things that will tie into the next chapter.

As the next chapter is the conclusion of the arc expect some action and closure to Spider-Man and Ana's twisted relationship.

**coldblue: **Thanks for reviewing once again, for the answer to your first question please read this chapter and it should explain why Ana wants Spider-Man so badly but no she is not a DC character and is actually a Marvel character who goes by the name Queen. I took the name from her so she uses it figuratively rather than an actual title, for your second question I really don't quite know but I do have a vague idea on how they will eventually become a couple.

**Whentooda: **Once again man your review is kindly appreciated. I'm glad you enjoyed the last chapter and yes you are right on the money, it is Marvel's Queen. I thought it'd be interesting to bring her into this story as an alternate universe counterpart and try to link her with Batman's past and Spider-Man's present, which reminds me expect to see more alternate universe versions of some of Spider-Man's villains as I'm trying to give him his own rogues gallery and establish him properly on this new Earth.

**AvengersEMH: **Wow, two reviews on the same chapter you are too kind. I'm glad you are enjoying the yarn I am weaving but the Spider-Man/Raven pairing is a definite, but don't worry I plan on introducing Donna Troy in her own unique way as well as some of the cast of Young Justice further down the line. The team will be a little different on account of it being an alternate universe but Spider-Man will play a large part in all three superhero teams, the Justice League, the Teen Titans and the Young Justice Initiative.

**Ndare-47: **Why yes, yes she is. Thanks for reviewing.

**Exile037: **Thank you for reviewing, although I'm not going to use that scene from issue 5 of Spider-Men believe me when I say I have some ideas about a confrontation between Peter Parker and Miles Morales.

**Dragonskyt: **I do believe Ana is going to return more so in the next chapter than in this one, this is more of a breathing point for Peter and then things pick up next time. I'm glad you like Peter defying her and insulting her ass as I like writing Peter defying her and insulting her ass.

A huge thank you to all of those that have reviewed, faved and followed this story so far it's really amazing that so many of you enjoy it!

**********Disclaimer: **I do not own Ultimate Spider-Man, Justice League Unlimited or the Teen Titans in any way shape or form. I also don't own any other show I might decide to write into this.

Enjoy!

* * *

**Under My Skin Part II**

Earth's Orbit- The Watchtower

Another bright blue light washed over the observation deck as J'onn J'onzz's red eyes never wavered from the spot they were fixed on, the teleport pad. Now two figures stood in the place where thin air should have been, the both of them looking a little worse for wear.

"Batman… Spider-Man? Are you both alright?" J'onn questioned the pair with a slightly worried but overall calm tone of voice; he never panicked even in the direst of situations.

"We're fine J'onn, I take it you finished rather quickly?" Batman said walking off of the teleport pad sporting several bruises and a nasty cut on his chin. Spider-Man followed closely behind with his costume torn in various places and dark crimson patches dotted about his mask.

"Yes we did but please don't try to change the subject, what happened to the pair of you?" J'onn said giving Batman a stern look whilst he approached Peter.

"We had a little problem of our own but it doesn't matter because it's been dealt with" Bruce said noticing the way J'onn was looking over Peter.

"I can sense you're hurt Spider-Man but you're healing rather quickly… physically anyway but something isn't right" J'onn said closely gazing into Spider-Man's opaque lenses. J'onn always had to concentrate hard when reading Peter; he learnt that the first time he did it. There was always a loud buzzing noise emanating from the back of his mind so J'onn had to work past that before he could make any progress, he figured it was what Peter called his spider-sense possibly warning him someone was invading his mind. J'onn wondered about the sense's limits, if an enemy telepath were to try and read his mind then maybe his spider-sense would block it out. Peter was comfortable around J'onn so the Martian knew he was getting some leeway, if this were not the case reading his mind would not be possible.

"J'onn I'm fine buddy, we just had a little bust up down in Metropolis and we're both a little worn out" Spidey said stretching his stiff muscles a little bit.

"Speak for yourself" Batman muttered as he began walking towards his temporary room aboard the Watchtower, most likely for a change of costume.

J'onn watched Batman as he walked off of the observation deck and out of view, he turned back to the man in front of him with concerned eyes.

"Spider-Man… just because Batman thinks it's right to withhold information from his team mates doesn't mean you should do it too. I can sense something is wrong with you, something in mind and in body but I can't put my finger on it" J'onn said to the recent addition of their mismatched family.

"Look I hear what you're saying J'onn I really do but I'm not really in the mood to talk right now and if I was I'm not even sure I could tell you anything anyway… I have no idea what went down out there. But Batman does, and I'm gonna get to the bottom of this" Peter said offering J'onn a kind wave goodbye before sprinting in the direction of his room. He badly needed to clean himself up and then he would check back in with Batman to get the whole mess sorted out.

J'onn watched as Peter left and couldn't help but feel worried about the boy, he was getting right into the middle of things so soon and J'onn wondered if it were for the best or if Peter should take a break for a few days. He had been out and about aiding most of the League all week and wouldn't let himself rest, J'onn was confident he knew what the problem was and wanted to have a more in depth discussion with Peter about it but that would have to wait for now as the Man of Steel walked onto the observation deck and over to the green skinned alien.

"J'onn are Batman and Spider-Man back yet?" Superman asked the otherworldly being calmly albeit a slight hint of irritation was definitely evident in his usually soft voice.

"They just arrived a moment ago looking a little tired, Peter retired to his room to clean himself up while Batman has done the same… why do you ask?" J'onn questioned Superman calmly placing his red eyes on the alien's facial features. They perceived him to be annoyed and J'onn no doubt guessed what the reason was.

"Because I want to talk to Batman about what happened out there" Superman stated in a matter of fact tone laying it on the line for the green Martian.

"What happened that has gotten you so worked up?" J'onn said pressing the matter further.

"It was all over the news when we got back J'onn, how did you miss that?" Superman said assuming an uneasy tone.

"I was too busy relieving Mr Terrific of his post, he told me Batman and Spider-Man were in Metropolis and I wasn't worried. They are both resilient members and know how to handle themselves as heroes should, if you wish to vent your frustration why don't you seek out Batman as I am quite busy at the moment" J'onn said ending the brief conversation rather hastily as he turned back to the control panels monitoring Earth's cities.

Superman was a little surprised by J'onn's sudden change in attitude but figured maybe it was his fault, he was a little on edge about the situation and so he decided to leave J'onn to his duties and seek out Batman for further insight into their rooftop encounter.

He walked steadily to his room and knocked three times carefully waiting for Bruce's acknowledgement of his presence, after a few minutes of waiting he heard Batman's gruff voice tell him to enter before which the metallic door slid open. Superman walked through and the door closed behind him, he saw Batman sat on a desk chair facing him. Superman already guessed the Caped Crusader expected him.

"You know why I'm here Bruce" Superman said standing tall above the Dark Knight, he chose to stand in the room as it wasn't a friendly conversation they were having.

"Do I Clark?" if he could use his real name then so could Batman.

Superman's expression turned sour and Batman smiled, he did whenever he got on Clark's nerves. Their relationship wasn't the best one in the League but they did hold a lot of respect for one another, so Batman decided to just cut to the chase.

"Alright… if you have any questions about the events that transpired today then please don't hesitate to ask" Batman said leaning back in his chair and folding his arms waiting for Superman's over eagerness to hit his ears.

"Who is she?" Superman stated simply enough.

Batman remained silent as he was slightly surprised by Superman's restraint; he knew Clark wanted to know everything about this woman that attacked his city but he didn't want to appear overly curious. Bruce figured he was learning, this would help especially in their line of work and you got somewhere faster by asking fewer questions but making sure they were the right ones.

"I found her in India… that's a lie, she approached me. I'd just finished my training, the right preparation necessary in order for me to carry out my mission when she literally appeared right out of the blue" Batman began his story and gestured for Superman to take a seat. Superman complied on account of Bruce being so reasonably co-operative.

"She told me I was strong, resilient… a survivor. She said she sensed sadness in me, guilt, self-loathing and all of the above and I agreed with her. Then she said she had shared such feelings, she revealed to me what had happened to her and trusted me with that information. I made the mistake of trusting back and told her what happened to my parents and about my oath to wage war on crime, she said she would help me and I made the worst decision of my life" Batman continued as Superman listened intently.

"We became lovers and I felt happy for the first time in a long time… of course that was before I found out what she had planned. She had modified a bomb that would have wiped out the entire human population within a six hundred mile radius of the epicentre; I realized she was grooming me. She had planned to change me, mutate me into a giant insect… that's what she is Clark… a giant insect. But I stopped her, I disarmed the bomb and put a stop to her plans… she wanted revenge on those that imprisoned her and viewed humans as a disease. There was an explosion and then just like that she was gone, I thought she was dead… hoped she was dead… because as horrible as that sounds it didn't compare to what she had planned and it still doesn't. I pushed myself into my work and put on the cowl by then but I did my research just in case she ever resurfaced again, it looks like my doubts were justified" Batman finished standing up and walking to his door. He opened it and gestured for Superman to follow.

Superman did but also couldn't help throwing a few questions Bruce's way, "So what can she do Batman" he asked calmly walking side by side with his friend to their unknown destination.

"The files I dug up were heavily cyphered, I managed to break through and learnt all I needed to know. She'd split from other members of her species and had become a new sub-phylum: Homo Insectus. In lateral terms she'd tapped into a part of human DNA that connected us to the point where we split from insects on the evolutionary tree. The short version is that she controls every insect on the planet and roughly one-third of the world's population that carries the insect-gene" Batman finished turning a corner.

"So how does this involve Spider-Man, last I checked spiders are arachnids and not insects" Superman said inquired as to how he fits into this entire mess.

"Well done but it doesn't matter because they are related which is more than enough for her, she picked me all those years ago because I had pushed my physical and mental capacity to its limits and I was the prime candidate for a mate that she could turn. I found out that I was susceptible to a mutation because my Mother carried traces of the insect-gene; apparently females are the carrier of the gene. I should have thought about this sooner though, it just didn't occur to me what with everything going on at the moment" Batman said with small hints of caution to his normally confident commanding voice.

"What's wrong Batman?" Superman asked as his comrade had grown silent, most likely in deep thought the Kryptonian guessed.

"If she happened to resurface then the only reason why she would do that is to look for a mate, anything related to insects whether they carry the insect-gene or have genetically altered DNA. Spider-Man has been running around all week with spider symbols on his chest and back, he wears the source of his power on his costume and he's been constantly spotlighted by the media so his face has been shown all over the planet… she was bound to notice him sooner or later" Batman spoke true. With the disappearances of several high profile criminals and Spider-Man literally stumbling upon them from another world he hadn't even considered the link between Ana and Peter.

"You mentioned a bomb Batman, what kind of bomb?" Superman asked furrowing his brow in frustration. If she did have a bomb then that was not a good thing, she was last seen in Metropolis and if her base was anywhere near there then it was going to be a problem.

"A device that emits a chemical and radiological burst designed to interrupt only the human cognitive procedure, when activated it shuts down every human brain within six hundred miles of the epicentre. Victims die in extreme agony over a period of ten to twelve minutes, the residual radiation has little effect on animal life-forms and may actually prove beneficial to some lower species such as insects and certain forms of bacteria. And right in the middle of this insect utopia will be its Queen and her chosen followers, including her husband of choice… Spider-Man" Batman finished the explanation of the bomb in the woman's possession just as they reached their desired destination of Peter's room.

"I… I don't know if I can process this right now, how did she create something of this magnitude right under our noses?" Superman asked as they stood outside of the door to Peter's room willing to finish the conversation first.

"She didn't Superman… the government did. As you can imagine the bomb was born of intolerance and fear, it was manufactured during the Cold War in hopes that it could wipe out any and all of America's enemies… namely Russia. Unfortunately for them it was impossible to design a weapon that could target races or nationalities, so with the end of the Cold War and on account of the fact that it didn't work the way they wanted it to it was rendered obsolete. Ana was linked to the project so it probably wasn't difficult for her to get her hands on it or any of the specs that may have been lying around, she merely reengineered it to target humans as a whole… you do realize that she'll be keeping the bomb stored in her base. If her base is located in Metropolis then-" Bruce revealed but was cut off as Superman grew worried.

"All of those innocent people will die, including people I care about. We have to find her and stop her" Superman said as his anger began to grow, if his friends or anyone was to be put at risk then they had to act immediately.

"And you don't think I'm worried about all this either? I said six hundred miles Kent… last I checked that also includes Gotham, Blüdhaven and New York City just to name a few. I agree this woman has to be stopped but we don't even know where to begin looking for her, alert all available Leaguers to be on the lookout for her… she just became top priority" Batman said placing his palm on the scanner outside of the door. Superman merely nodded before heading down another one of the Watchtower's corridors to inform other heroes of the situation.

The scanner recognized Batman's fingerprints and the door slid open for him to enter, he did so and found a frantic Spider-Man pacing about his room. This would have been a normal situation had Peter not been walking on the ceiling, he stopped and stared at Batman as he had only just noticed his presence.

"Hi… it helps me think" Spidey said dropping from the ceiling and righting himself in mid-air to land on his feet gracefully.

"I'm sure it does, are you ready to go?" Batman said coxing Spidey out of his room.

"What? Oh yeah Leap City" Peter said absent mindedly. His thoughts were focusing on something else entirely, something wearing a black dress.

"You mean Jump City, we're meeting with my former protégé and his team so behave" Batman said dreading what kind of impression Spidey might have on the team of teenage superheroes.

"What am I, your dog? Wait do you have a dog? Oh man that would be so cool if you did, I bet you'd call him Bat-Hound and give him Bat-bones for treats… although I'd be a little creeped out if he scowled like you" Spider-Man continued to prattle on about nonsense more so to take his mind off of what had happened but also because every now and then he got Batman to smile and for some reason felt a huge sense of accomplishment from it.

As if on cue Batman smiled, "You know I have thought about getting a dog but… Bat-Hound?" he asked sceptically humouring the young man further.

"Yeah he could have a little black cape and everything but… I'm not so good around dogs so I wouldn't be able to come and visit you, I think it's because they can smell the fear" Spidey said tilting his head to the side remembering his last encounter with a dog. He wasn't far off the mark though about them but it wasn't his fear they smelled, it was his unique scent. Animals just don't know what to make of him but they do know he's different, and it worries them whenever he's around them.

Batman smirked before adding, "Now I definitely have to get a dog".

"Hey!" Spidey shouted feeling completely insulted, though he knew he was just joking… or was he?

"Alright I know we're having a fun conversation here but let's just cut to the chase shall we because it's gnawing away at my skull, who was that woman and why do I feel like her kissing me was a really bad thing?" Spidey said as he finally got serious with the Detective.

Batman's face grew straight as they headed in the direction of the observation deck, "I'll tell you everything on the way there".

* * *

Jump City- Titans Tower- Late Evening

As it was quite late at night in Jump City the Titans were all gathered on the sofa with the lights turned down low watching one of Beast Boys terrible choices in movies, an action/sci-fi flick which had the boys interested but the girls just seemed to be there for the heck of it. Starfire didn't really understand why boys liked to watch violent movies so much and much rather preferred a tale of romance and discovery, she had made the leap to reading Earth novels about a month ago and now understood why Raven was so encapsulated by her books however different in tone or genre they may be. The books kept her entertained as they described every little detail to her in every little scene, she appreciated the work that had gone into writing it as it must have been a long and drawn out process but now she found herself enjoying movies less and less.

Raven on the other hand didn't really care for any kind of movie and virtually always had an interesting book nestled beneath her delicate fingers, she was deep within the contents of the book and right in the thick of the chapters when Starfire happened to scream right down her ear. After letting the tingling subside Raven gritted her teeth and turned to glare at Starfire, the Tamaran merely grinned in response trying to apologise the only way she knew how… with a bright nervous smile.

"It's alright Star, none of its real and it can't hurt you" Robin said pulling her into his shoulder. The alien girl didn't seem to mind but still didn't expect to see so much blood in an action/sci-fi movie, maybe they should have added slasher as a third genre.

"Yeah but maybe next time when you're going to scream like that you could give me a warning so I don't go completely deaf" Raven muttered her indigo eyes scanning the book she held trying to find the spot she was on.

"Shhhh! You're missing the good part" Beast Boy said silencing anymore interruptions that may have come up.

"Really? I wasn't aware this movie had any good parts" but of course when was Raven ever one to listen to someone like Beast Boy.

He turned to where she sat cross legged on the sofa as he was sat on the floor with a bowl of popcorn by his side and gave her an annoyed stare, "Hey we get that you don't like these kinds of movies or any kind for that matter but it doesn't mean you have to spoil our fun Raven" the green changeling said as he gained an exasperated sigh from cyborg.

"Here we go" the half machine muttered knowing full well that if this continued it was not going to end well.

"I'm not spoiling your fun, I'm merely making a point… this movie is terrible" Raven said not even bothering to glance at Beast Boy.

Robin and Starfire exchanged looks knowing just as well as Cyborg that this wouldn't end well, so in a desperate attempt to dose the argumental flames Robin got right in the middle of it hoping to play up to both sides.

"Yes Raven the movie isn't so great but for the people in the room that don't appreciate words on paper this is probably the only form of entertainment for them" Dick said giving Raven a look telling her to just let it go.

He then cast his look towards the floor where Beast Boy was strewn out lazily, "And yes Beast Boy she doesn't have to stay here and watch the movie but we can't make her go someplace else. It's her choice on wherever she wants to be" the Boy Wonder finished holding his breath slightly waiting for one of them to answer back with a sly sarcastic comment or a half-wit insult.

The two teens just looked at each other before turning back to Robin whilst rolling their eyes and apologizing; Dick smiled at their co-operation and averted his gaze back to the large T.V screen in front of him. But then he noticed something, just out of the corner of his eye he saw a brief shadow of movement make its way across the room and over towards them.

At first Robin was contemplating how on Earth whatever it was got through their security or how he could only see the shadow as his eyes were so attuned to the darkness but couldn't hear it make a single footstep, the first thought that came to mind was Slade. Hiding all of this time to try and make them lower their guard and then invade their home… that didn't exactly sound like a master plan but Robin was shook out of his thoughts as the shadow drew nearer and larger. Acting on pure instinct he launched himself at the tall shadow and began punching and kicking with dangerous precision, the shadow kept weaving and dodging avoiding his blows so easily it angered Robin to no end.

The rest of the Titans noticed Robin's sudden behaviour and turned to see him fighting nothing, he was trying to punch and kick the darkness and looking like a complete fool whilst doing it. The four teens literally sweat dropped at the sight but then grew concerned as Robin threw a kick only to have his legs swiped out from under him, using her powers Raven quickly hit the switch at the other end of the room hoping to get a better look at this mystery attacker.

With the lights on and the Titans staring in disbelief Robin turned his sight slowly to look up at his temporary surprise sparring partner, and he was greeted with the familiar sight of a tall and broad shadow staring down at him with glowing intimidating white eyes.

"Batman? I thought… how…?" Robin said as Batman extended his hand and helped him to a vertical base.

"I would have stopped by sooner but I had some things to attend to, if I'd of known you missed sparring with me so much I would have visited you a long time ago" Batman said smirking down at the disgruntled boy.

Robin merely shrugged, "It's good to see you in person Batman" he said firmly shaking his former partner's hand. Although the Dynamic Duo may have parted on sour terms the time they spent apart was much needed and allowed them both to grow, Robin had to admit though he missed his Dad a lot since coming to Jump City.

"And you Robin, so I understand these are your friends?" Batman said referring to the group of teens staring at him intently.

Beast Boy and Cyborg were staring at him with a mixture of fear and excitement, Starfire held a mixture of intimidation and confusion and Raven gazed at him with a mixture of respect and admiration. The legendary Dark Knight was in there living room.

"Dude…" Beast Boy muttered before he walked over and held out his hand towards the Detective.

Batman eyed it curiously but shook it none the less; if Robin trusted them then he had no reason not to.

Cyborg was next in line extending one of his large metallic hands out towards the Batman with a painfully wide grin on his face, Batman noticed it immediately and couldn't help but be reminded of a certain psychopathic clown. Bruce hesitated at first but shook it just as quickly hoping to get all of the formalities out of the way, as Cyborg almost fainted from the touch another member of the Titans approached the Dark Knight.

Now normally when Starfire met a new person she would greet them with open arms, literally. But as she neared the brooding shadow she felt as though she had shrunk, and she didn't want to hug him. Batman curiously gazed at the orange skinned alien in front of him and waited for her to hold out her hands or greet him with words or something but was a little surprised when he noticed her shiver a little, sometimes Bruce forgot just how terrifying his suit really was and that it scared not just criminals but everybody. The League had the benefit of getting used to his look over the years and Robin has worked with him most of his life so there was no fear there, merely respect and equality.

Bruce decided to break the ice as he only went there to visit and discuss some things with Robin and Cyborg, he didn't go there to give the young girl nightmares.

"It's a pleasure to meet you all… you must be Starfire, Robin's told me a lot about you" Batman said extending his hand to the girl but not before noticing the low shade of red growing on Dick's cheeks.

"H-hello… Batman, it is a great p-pleasure to meet the man who raised Robin" Starfire stuttered a little but held her composure none the less as she shook his hand cautiously.

Batman couldn't ignore the girls grip, Robin had explained each and every one of their powers to him and he knew the young alien had superhuman strength but he didn't expect her to be this strong. The grip was reminiscent of Wonder Woman's but it was somehow not quite there, Batman put it down to the fact that she was only 16 years of age and had no doubt she'd get stronger as time went by.

The last of the team stared at the Dark Knight out through her hood but didn't extend her hand; she merely nodded her head towards him showing her respect for the Detective. Batman raised an eyebrow in curiosity but nodded back as well, he was surprised to find a teenager who showed her respect silently. He had heard all about Raven and her heritage from Robin, the fact that she was half-demon was nothing new to Batman but it was still a little troubling. But he also knew how close the team was and had read every report Robin had typed up for him, they were a good group of kids as far as he was concerned but still a little rough around the edges.

Speaking of rough around the edges, "Uhh… has anyone noticed there's someone on our couch?" Raven's voice droned as the group turned to the sofa they were occupying only minutes ago. She could sense something not quite right had entered the Tower but got side tracked by Batman's dramatic appearance.

A man was stuffing his face with popcorn and watching the movie they were just watching, he noticed they were looking at him and used the T.V remote to pause the movie before getting up and hopping over the couch to meet them.

"Oh sorry but you guys were too busy meeting and greeting each other so I just thought I'd make myself comfortable and wait until you were finished… movie sucks by the way" Spider-Man said his large opaque lenses gazing at them curiously.

It was safe to say that Beast Boy went into a state of shock and for once in his life he couldn't find the words to express his happiness, Robin however glanced towards Batman and was quickly met with a swift nod telling him the man was with him. Starfire's expression suddenly turned to one of pure glee and she approached the man prodding and poking his eyes.

"You are the Man-Spider who makes the funny jokes when in battle!" she said as she clasped her hands together smiling brightly at him.

"Yeah… you're close but it's actually Spider-Man, you're right about me being funny though" Spidey said drinking in the compliment as Batman merely rolled his blue eyes underneath his cowl.

"Yo dude, I saw you in action on the news. Think you can let me know how you built those wrist gauntlets?" Cyborg asked glancing at the dim LED lights on both of the man's wrists.

"Wow, wrist gauntlets? Dude they're my web-shooters, a thing of pristine beauty… please don't make them sound like something a really bad super-villain would use" Peter said absolutely hating the words Cyborg just used to describe his web-shooters.

"Hi I'm Robin… this is Starfire and Cyborg, and that's Beast Boy and Raven. It's good to meet you, I understand you're a newly made Justice Leaguer?" Robin pressed relatively eager to learn more about this man. He knew every single Leaguers identities, abilities, weaknesses and history courtesy of his mentor. This man had caught his attention ever since he popped up on the radar because he knew absolutely nothing about him, he was on the news daily and Dick didn't even know the full extent of his abilities although he had been researching a lot about spiders lately. The only things he could even pass off as weaknesses were certain pesticides and water but he figured they only worked on actual spiders.

"Yeah, been on the roster for about a week now" Spidey said taking notice of the girl Robin mentioned as Raven staring at him intently.

Raven's indigo eyes were flickering over his extremely lean frame as she watched him with what seemed to be caution, for some reason Peter felt she was unnerved by his presence but he didn't like the look he was getting from her. Spider-Man stared right back at her watching her just as much as she was watching him but thanks to his mask neither she nor anyone else knew.

"If you kids are done greeting one another I would like to get down to business. Robin, Cyborg… we have some things to discuss. You're welcome to come too Spider-Man, I might need your opinion on this" Batman told the three heroes as Robin and Cyborg led the way to the evidence room.

Spidey gave a mock salute towards the Dark Knight before following him and the two teens out into the corridors of the Titans Tower.

"Where do you think they are going?" Starfire questioned curiously, her green eyes focused on the door the group had left through.

"They're probably trying to guess whatever it is Robin found" Raven presumed uneasily, even with his wide white lenses she could tell the arachnoid man was staring at her.

"Raven… are you alright? You seem a little over edge" Starfire said the concern evident in her voice not even noticing the mistake in her vocabulary.

"That's on edge Starfire… and I'm fine, just a little tired" Raven said extinguishing the need for Starfire to push the conversation any further.

"Tired? Tired! Whatever Raven, I may have been a bit star-struck but you couldn't tear your eyes away from Spidey" Beast Boy said jumping back into the fray of things all the while earning a fierce glare from Raven.

"… Spidey?" Raven questioned the childish moniker Beast Boy had given the man.

"Yeah, every superhero needs a nickname… I made it up myself" Beast Boy announced resting his fists on his hips and assuming a smug grin on his face.

"I believe I have heard that name many times on the news, was it not the Speedy Red Man who said it first?" Starfire said presenting a question more to herself than anyone else as she placed a finger to her chin remembering an interview with the Flash where he had said it.

Beast Boy grinned nervously, "Well whatever it doesn't matter who came up with it… what matters is that Raven's got a thing for Spidey" Beast Boy chuckled pointing a finger towards Raven as her pale skin suddenly turned beat red and her purple eyes began to glow a dangerous white.

"No I do not, say that one more time and I will banish you to another dimensional plane of existence" Raven threatened her grey hands searing with dark energy. Although she had no idea why she was blushing it wouldn't stop her from carrying out her threat.

Beast Boy back pedalled quickly only to end up on his backside whilst he spewed out a bunch of panicky nervous attempts at apologies.

"While I do not appreciate Beast Boy acting the fool I must admit you were watching him closely Raven, I have to agree his costume does leave very little to the imagination but it is most exuberant" Starfire said innocently smiling towards Raven.

Raven's blush grew deeper as she was reminded of his costume, the red and blue spandex was built for speed and agility. Every aspect of his toned physique was defined perfectly and his eyes made him look alert all the time, when thinking about most of the other members of the Justice League he stood out the most.

The Batman wore light weave Kevlar armour because although he could instil fear into the hearts of criminals he could still be stopped by a simple well-placed bullet to the chest, the Man of Steel was quite a different story but what many did not know is that he possessed a super-dense molecular structure and a supercharged bio electric aura that acted as an invisible force field around his body within a few millimetres from his skin. This was the reason he wore a skin tight uniform because he didn't need any added protection, Raven was beginning to discover links as most of the Leaguers had some form of protection against things beyond their jurisdiction.

As far as she knew Spider-Man did not, she like Robin did not know the full extent of his abilities and assumed he could still be killed by as little as a gunshot to the head. And yet he still wore something that granted him no protection from injuries, this was something Raven had been thinking about and respected it completely. He relied on his wits, abilities and reflexes alone to keep him in the land of the living. The man was a survivor and Raven was growing all the more curious as he was also an enigma, she knew nothing about him and it only fuelled her interest more. She was determined to get to the bottom of it and solve the mystery as every time his face or lack of would appear she experienced strange feelings, feelings of caution and distrust but feelings none the less. It was safe to say that for the first time in her life she was genuinely confused.

* * *

Meanwhile a few rooms away…

"So what you're saying is you guys have no idea what this thing is? Not even you Bats?" Spidey inquired investigating the piece of technology in his hands.

Batman replied with a firm shake of the head, "No… I've never seen anything like it. The design alone is too advanced for anything we're capable off" Batman said looking over the report Robin had given him on the strange cube all the while clenching his jaw in frustration, Bruce never liked to be in the dark on anything and if he was in the dark then so was everyone else.

The four heroes were in the evidence room of the Tower, it was dimly lit as Robin preferred it that way saying something about working well in the shadows and the group were currently trying to figure out what the blasted thing was.

"Any thoughts Spider-Man?" Robin asked curious to see whether the man had a brain on him or whether he was as dumb as he acted when fighting super villains.

"I wish I could give you an answer I really do but this is new even for me… I've seen some of the most advanced technology Earth has to offer and this just takes the cake. I'm gonna agree with you guys in saying it's definitely a piece of alien tech but… well… does it actually do anything?" Spidey said directing his question towards the two teens. He wasn't lying when he said he's seen the most advanced tech on Earth, he just failed to mention which one he was talking about.

"Well we've been monitoring it for quite some time now and the answer is no. It doesn't emit radio waves or chemical bursts, it isn't hot or cold… most machines make noise when they're powered but this is giving off nada" Cyborg said repeating his evaluation of the item back to Spider-Man.

Spider-Man scratched his head in a confused manner and then began to throw the item up and down in his hand like it was some kind of toy, "Well then we can all agree on one thing can't we? It's completely harmless" he finished casting a glance to in Batman's general direction.

Batman mulled it over in his head but didn't like it one bit, it just appears out of nowhere at exactly the same time key Earth villains disappear. Bruce thought his trip to Jump City would have led to them finding something more or connecting the item to the string of disappearances but he only wound up disappointed.

"For now" Batman stated as he began to walk out of the room followed by the rest of his unusual company.

* * *

Back in the living room…

As the group of mismatched heroes once again entered the main room of Titans Tower they noticed the other three heroes had gone to carry out other activities of their own, Beast Boy was sat on the sofa waiting for Cyborg to play a video game and Raven was sat in the corner of the room once more with her knees brought up towards her chin while she was reading a book. Starfire was actually stood by the door waiting for the genius' of the two teams to return and greeted Robin with a hug when he did so.

As it was due time the Leaguers departed Batman pulled Robin aside for a quiet word alone and Cyborg joined Beast Boy in a round of digital gaming, suddenly Spider-Man's inner teenager was surfacing as he found himself silently staring at the T.V. Peter was stood in the middle of the room with his opaque lenses fixed on the screen as the kid inside him was beginning to drool, when was the last time he played a video game anyway? This like some of his past life he could not remember, he had a firm grasp on what happened to him but truth be told sometimes he felt as though it were all a hazy dream. Like when you would wake up from a dream and try to remember it but no matter how hard you tried you couldn't because your brain had already forgotten about it, most of his memories were brief images now scattered through his mind and it terrified Peter to no end that he might be losing touch with his past life.

Raven was trying to occupy herself within her book, a book that she hadn't even got a chance to get through the first three chapters let alone finish. As she was slowly reading through the pages she noticed the room was relatively quiet, aside from Cyborg and Beast Boy's occasional cheers or taunts it was completely silent. She raised her hooded head and her eyes suddenly snapped to the nearest thing in proximity, Spider-Man.

He was stood there staring off into space not muttering a single word and from what Raven had seen of him on the news she could tell this was probably unusual behaviour for him. Finding it distracting Raven decided to inquire whether he was okay or not.

"Umm… are you okay?" Raven asked placing her book down with a small marker set in one of the pages so she could pick up where she left off earlier.

Spider-Man suddenly shook his head from side to side and turned to face her, he greeted her with a smile although she couldn't see it underneath the red mask he wore.

"I… y-yeah I'm fine, thanks for asking. So I never really got a chance to say hi, I'm Spider-Man" Peter said with a friendly tone to his voice as he held out his red clad hand.

"I know… I'm Raven by the way, so where are you from if you don't mind me asking?" Raven said somewhat hesitantly shaking his hand. When her fingers made contact with his it felt wrong but… nice at the same time, most of her friends feared her on account of her emotionally based powers. Raven saw no fear in the man's spider eyes and briefly wondered if that was the reason he wore the mask, to hide fear when in battle. She stood to talk to him and rose to her full height but noticed he was considerably taller than her, the close distance between them allowed her to see her own reflection in his wide lenses.

"Well… I'm from New York, Queens to be more specific. You?" Spidey asked rubbing the back of his neck, this was the first time Peter had spoken to a girl closer to his age since he arrived there and he felt exactly how he used to feel when talking to attractive girls… extremely awkward. He was somewhat glad for the reflective lenses in his trademark mask as his eyes couldn't help but wonder down to the girl's shapely legs, he mentally scolded himself for thinking about such a thing. He couldn't help it though; he was still a guy after all.

"Azarath…" Raven said quietly, she then mentally slapped herself for telling him the truth. Why had she said that so easily? This man was a total stranger to her.

Spider-Man tilted his head in confusion having never heard of a place like that in his entire life, "… Azarath… isn't that a death metal band?" Peter quipped guessing at the meaning of such a unique word.

Raven raised her eyebrows at his statement but then felt a small smile tug at her lips, it wasn't long before the smile turned into a small giggle and suddenly she was very aware of what she was doing. The empathetic girl blushed a light pink and a part of her hated him for making her laugh, it didn't go with the whole emotionless goth thing but Peter didn't seem to mind.

Smiling brightly behind his mask he commented, "Wow… I didn't think you'd be someone who'd laugh at my jokes" he said his voice brimming with confidence.

"I'm sorry, I don't normally… laugh at anything" Raven said trying to hide her face within her cloak's shadow.

"Why are you apologising? You… you have a cute laugh" Peter said not fully sure what had gotten into him, he just couldn't help himself but he was genuinely enjoying the girl's company.

Raven probably wouldn't admit it but he was the first guy she had spoken to who she didn't find annoying or irritating, his jokes weren't as crude as Beast Boy's and were more like witty sarcastic quips. It was the first time she had laughed in a while and it was safe to say that it felt good to just relax and not whip her emotions into a state of dormancy. This was a new experience for her as Starfire was regularly regarded as the pretty one in the team, Raven rarely ever received a compliment but getting one from Spider-Man felt refreshing to say the least.

Peter was about to talk once more when his spider-sense erupted inside his skull. But it wasn't the 'hey there's some guys trying to shoot at you, I just thought I'd let you know' kind of tingle. It felt like something was trying to rip its way out through his brain, Spidey suddenly dropped to the floor in agony as the humming sound began once again. The Titans as well as Batman rushed to his side as he was trying to claw at his own head crying out in fear for somebody to make it stop, the Titans were scared to say the least and didn't know what on Earth to do.

Batman grabbed a hold of Peter firmly but found it extremely hard to keep him still, "Spider-Man! Hold still and power through, you have to concentrate!" Bruce shouted but Peter began coughing violently and tried pulling at the bottom of his mask as though he were struggling to breath.

"Quick, grab his arms and legs and hold him down! He's strong so give it everything you've got!" Batman ordered as the Titans proceeded to do so.

However before any of them could carry out their task blood erupted from Spider-Man's nose, mouth and ears leaking freely from his mask. His crimson blood pooled over the carpet and the Titans stopped in their tracks, this was all a bit too much for them as Starfire had buried her face into Robin's shoulder trying to block out the image from her head. The lack of action frustrated Batman and he pulled out a small capsule from his utility belt all the while trying to hold Peter down in one spot, he pressed a small button on the capsule and a tiny barely visible needle protruded from the end. It was a mild sedative capable of sending the likes of Killer Croc or Bane to sleep and without thinking any further Batman stabbed the sharp needle into Peter's neck making a tiny hole in his costume.

Suddenly everything went quiet as Spider-Man blacked out, the Titans stood silently as Batman picked up Spider-Man showing some care to his actions. It seemed the group of teens were in a small state of shock, it just happened so quickly and there was so much blood… even Raven was wide eyed for a moment.

Robin was the first to speak as he rubbed Starfire's back soothingly, "Batman? What happened?" he said his eyes behind the domino mask filled with concern and bewilderment.

"Something bad, he should be out for a couple of hours. I'm not sure how long the sedative will affect him but it's likely not very long, I didn't make it specifically for Metahumans" Batman said carrying the prone form of Spider-Man to the Tower's sick bay.

The group of concerned teens followed the Dark Knight carefully unsure of what had just transpired, one thing they did know was that the man was in a great deal of pain and he needed all the help he could get.

* * *

He was running, sprinting in fact. He was moving as fast as he could in one direction… away from her. He was in some kind of tunnel and it was eerily dark, Peter couldn't even see two steps in front of him. For some reason he was in his socks and wearing an old pair of sweat pants and a blue t-shirt, every now and then he would trip and lose more ground to her and it frightened him to no end when he thought about what would happen if she caught up to him.

He suddenly stopped running as everything went pitch black, it wasn't just dim creepy darkness anymore as there was no source of light anywhere. He panicked all the while waiting for his spider-sense to tell him if he was in any danger but he knew he didn't need that to determine the answer.

Peter remained quiet, unnaturally quiet for him and stood there waiting for reasons he didn't quite understand. But suddenly his heart jumped into his throat as a body pushed against his back, his sensitive skin could feel through his clothes that it was definitely a female and she was definitely naked. Her firm breasts pushed against his back and her slender arms wrapped themselves around his neck, she pulled his head lower and whispered into his ear.

"Always wants what she cannot have, always gets what she wants. It's only natural" she said her voice low and enticing, the woman then opened her mouth slightly and began licking his ear slowly.

Peter spun around to face her and the moment his eyes met her golden ones blood spewed from every opening on his face.

"Ahh!" Spider-Man shouted shooting up from the medical table into a sitting position.

It quickly dawned on him that the entire ordeal was a horrible twisted nightmare, he was glad for a moment and breathed a steady sigh of relief but slowly noticed he was in new surroundings. He wasn't in his room on the Watchtower that was for sure so he guessed he must have still been in the Titans Tower, but where he didn't know. Peter glanced around and noticed it all looked medical so it didn't take him long to deduce he was in a recovery room of sorts, he could feel his mask was still firmly in place and gave another sigh. Peter felt he didn't want to get into the kinds of situations he did in his past life, he was aiming to be a lot more careful with his identity this time around.

The spider-themed hero got up and off of the medical table slowly, he barely remembered what happened before he blacked out but he didn't really have to remember anyway… he could still taste the blood in his mouth which served as a reminder for him. Suddenly Peter was aware he wasn't alone any longer as the same girl he was talking to before his spider-sense decided to beat the hell out of him entered the room holding a glass of water in her pale petite hands.

Raven was surprised to find Spider-Man on his feet so soon and approached him carefully handing the glass of water over to him.

"I thought you could use a drink when you woke up" Raven spoke her tone not changing, her hood was now down and resting on her slender shoulders.

"Thanks… Raven" Spidey had to shift through some of his more recent memories to remember her name, he didn't want to get on her bad side by forgetting it so soon. He pulled up the bottom half of his mask and peeled it back to the bridge of his nose and after taking a much needed gulp he set his eyes on her and took his time to notice her features. He couldn't really make anything out before on account of her hood apart from her piercing indigo eyes but what he was seeing now was a totally different story. Dark purple hair rested on her head framing her feminine complexion, a small red jewel of some sort was embedded in her forehead and sat over her delicate eyes. They led down to a thin nose resting over a pair of thin light grey lips and suddenly Peter found himself wondering why a girl would want to hide all of that.

"So why do you wear the hood? Why would you want to hide your face from the world?" Peter asked with genuine curiosity in his voice as he set the glass of water down on the medical table behind him.

"It's part of my identity… why do you wear the mask?" Raven asked with a smirk evident on her face.

"Because it makes me look all cool and spider-like, where's the rest of your team anyway?" Peter said hiding his grin by pulling his mask back over his jawline.

"They're all in bed now and Batman left for the Watchtower, he told us to keep an eye on you and said that whenever you woke up you needed to request a teleport from the Martian Manhunter. I'm more of a night person anyway so I thought I'd stay up in case you woke up" Raven said guiding him through the many corridors and into the main living room.

"Aww I didn't know the Bat cared, look I'm sorry if I kept you from anything" Spider-Man said apologising for the incident.

"You didn't keep me from anything but I was getting a little tired, I'm glad you're okay but I think I'm gonna go to bed" Raven said hiding a small yawn behind one of her hands. It was almost three in the morning and she hated losing sleep but a small amount of her was pleased that Spider-Man was alright, for the small amount of time she had known him he was a kind man it seemed and the last thing he deserved was to pass in such a horrible way.

"Ah okay then I'll just get outta your hair I guess, I'll uhh… see if I can swing by again sometime" Peter said ignoring the pun he included without any thought.

"That sounds good, bye Spider-Man" Raven said exiting the room trying to conceal a smile. She had no idea why she was acting in such a way but it was getting increasingly difficult to bottle up certain emotions. He was getting to the more accessible ones without even realizing it and all she could hear was their voices in her head making comments or remarks about the man, she just had to shut them out and figured that maybe some rest would do just that even if it were only for a little while.

Spider-Man waved her off and watched as she closed the door behind herself, he didn't know why but he felt happy. For the first time since he arrived he felt genuinely happy and excited and he had no idea why, he was about to call in a teleport to the Watchtower from J'onn when he just stopped. Peter felt he needed some air and he didn't like the thought of being cooped up on the space station for hours on end, lowering his hand back to his side he quickly remembered he was in Jump City. Jump… **City**… he was in the city.

_I can just go for a swing and maybe stop a couple of purse snatchers while I'm at it_, _no harm done right? _Peter thought to himself as he sprang towards the large window in the living room overlooking the bay of the illustrious Jump City.

He silently opened a panel on the window and slid himself out before he closed the panel just as quietly and made his way to the top of the Tower scaling and leaping until he reached the giant antenna protruding from the building reaching high into the air.

Perching atop the metallic construct on the narrow surface he was granted Peter sat in complete silence admiring the view of the city from afar. He had to admit it was no New York but he appreciated the life the city had to offer, suddenly spotting what he was so patiently waiting for out of the corner of his hazel eye Peter gave an almighty leap and bounded into the air before firing a well-aimed and well guided web-line at a patrolling police helicopter. It attached as he was in free fall and he was swiftly pulled from the arc of the swing whiplashing him over the bay and towards Jump City at unprecedented speeds.

Upon entering the cities air space he slowed his speedy decent by firing off a couple of web-lines and gradually eased himself into his familiar but also unpredictable swinging pattern, he figured he needed some time to himself before he went back to Superheroes 'R' Us and this was the best way to do it. It didn't matter to him what Superman or the Flash could do because he was the only guy on the entire planet that could web-sling and he relished in the feeling. Of all of the things and problems that plagued his mind though one of the more prominent ones was what Batman would do if he found out Peter had ignored the orders he passed on for him? That was a question the Amazing Spider-Man did not want answering in a hurry.

* * *

**Author's note: **Please join me next time as the Justice League and the Teen Titans organize a city wide manhunt for the Amazing Spider-Man after he has mysteriously vanished!


	8. Under My Skin Part III

Oh man this is the longest chapter I've ever wrote for a story and has so many parts happening in different places, if you get confused whilst reading I apologise as I've tried to make it as easy to follow as possible.

This is it, the last and concluding part to the arc. Which I'm kind of glad I got out of the way as now I can start some of the more fun and original ideas I've been writing down just for this story, but I will just say if you think the ending to this arc finishes rather abruptly and your left with questions or unfinished business then please do not worry as I will tie up some of the loose ends in the next chapter.

**shugokage: **Thank you, I'm glad you enjoyed the way I approached it.

**Dragonskyt: **Thanks for the review, you assumed correctly although it was his spider-sense reacting to a danger so intense it pushed him into a mental fit. I'm happy you see Raven's character as she is very challenging to write for and I was afraid I was going to write her completely wrong, and yes you're right about Spidey. He's such an intelligent person but he never seems to be able to listen to reason.

**charger2040: **Hi, I haven't thought that far ahead yet but I am planning to do something with the black suit. If I can think of a way to write a Venom in then I most assuredly will as he's a really cool character.

**Le Diablo Blanc2:** I'm pleased you enjoyed the Peter/Raven scenes, I had some trouble writing them and expressing certain amounts of emotion.

**Whenntooda: **Hey again, yes I did know that he actually had a Bat-Hound but I completely forgot about it until I wrote it in. God it was ridiculous... anyway thanks for the kind words and I hope you enjoy this chapter too.

**Hishin Trueflame: **I don't even think he knows any more.

**AvengersEMH: **Thanks a lot, I was actually struggling with a way to introduce the Titans into the story fully but I'm glad it came out okay.

A huge thank you to all of those that have reviewed, faved and followed this story so far it's really amazing that so many of you enjoy it!

**Disclaimer:** I do not own Ultimate Spider-Man, Justice League Unlimited or the Teen Titans in any way shape or form. I also don't own any other show I might decide to write into this.

**Author's Note: **This story arc was partly inspired by the Spectacular Spider-Man story arc Changes but refitted and refined to fit into the DCAU as well as Ultimate Spider-Man's new life.

Enjoy!

* * *

**Under My Skin Part III**

Approximately 24 hours ago…

Jump City- A Couple of Hours before Dawn

The graceful spider swung across the Jump City skyline spinning and leaping every which way primarily for exploration, he was in a new city and wanted to see what it had to offer. It very much reminded him of the New York he used to know, the city was alive even at such an ungodly hour. Sling shooting himself over several low rise buildings he landed on a narrow ledge without making a sound over a busy street, Peter saw countless teenagers no older than himself occupying the street moving from nightclub to nightclub just looking for a fun time.

He silently laughed through his mask as he witnessed a kid get thrown out of one of the 'happening' clubs, Peter didn't need to be a genius to know he tried to sneak in on account of the insanely long line. His luminescent lenses hovered lingered towards the line and he saw many a girl wearing way too little, he didn't even know they made skirts so short.

Aside from all of the partying the city was quiet; he figured maybe it was because of the Titans. What with them clamping down on crime criminals didn't even bother to show their faces scared of being apprehended by the group of super teens, but he was pretty sure they only dealt with threats the police couldn't handle. What about thieves or gangs? Women walking the streets alone at night weren't exactly safe, all it took was some sick punk to pull them down a back alley and force a knife to their throat to scar them for life.

"Not on my watch" Spidey said to himself before noticing a scene unfold beneath him outside of the nightclub.

The kid that had been thrown out on his ass ended up landing in a puddle, he looked angry and the entire line leading into the nightclub began laughing at him. He got up slowly and Peter could see he was shaking, seething with anger and rage. It didn't take long for Peter to notice the disgruntled teenager was pulling a small sharp object from his back pocket, he was slowly approaching the doorman that had sent him on his merry way with what was no doubt the intent to harm in his eyes.

The kid approached the broad man with his arm raised and knife in hand, the doorman took note of the knife and prepared himself for the worst when suddenly a thin strand of gossamer shot out from nowhere and snagged the knife away. The kid looked at his hand and seeing it was now empty turned heel and bolted away from the nightclub as the doorman was twice his size and pretty much all muscle.

The doorman breathed a sigh of relief but wasn't sure what it was that took the knife off of the kid's hands, that is until he saw a figure in a red and blue outfit swing away from across the street all the while waving at him. The doorman had to rub his eyes a good number of times but when he ceased the figure was nowhere to be seen, instead of dwelling on it the doorman was just glad that he wasn't bleeding out on the sidewalk right now.

Spidey was soaring over buildings whilst whistling a merry tune to himself, he always found he began to whistle every time he was bored and this was no exception. Peter had seen virtually no action for the entire amount of time he'd been patrolling the city and he had to admit it was beginning to get old extremely fast.

Peter was twirling through the air when he shot out a web-line connecting it to a nearby building, he swung over several streets and saw that they were literally barren now.

_Of course they are, nobody in their right mind would be out this late._

He thought as he let go of his web-line and began a slow decent towards a block of apartment buildings.

As he neared the buildings ledge though his spider-sense went off and through him for a loop, his body seemed to spin out of control as he felt like he had been thrown through a brick wall by the Thing. His mind was on fire and the pain was excruciating to say the least, every nerve in his body felt like it was being activated all at the same time and was beginning to be too much for him.

He slowly closed his eyes and tried to ignore the pain but was instead violently smacked back into reality as he had forgotten he was in mid-air. On instinct he reached for the ledge but his fingers missed by centimetres, instead he tried using the side of the wall as an anchor but this proved for naught as the entire ledge crumbled under his weight and came down with him. Peter was in too much pain to even comprehend what was going on and smashed his chin off of a poorly placed fire escape, his lip burst and he thought he felt his jaw dislocate but he just gritted his teeth and tried to go to a happy place.

Peter felt the ground halt his brutal journey and he was amazed and somewhat annoyed he was still conscious, if he had passed out then he wouldn't have had to feel the full force of the drop. He was lying on the ground surrounding by fallen bricks and debris in a dark and damp back alley, he couldn't even move though. The man desperately tried to just lift his hand to the communicator in his mask but found he couldn't even do that, blood pooled from his mask and he could see it through his lenses. It seemed as though everything hurt and he suddenly found himself short on oxygen, he couldn't breathe and he didn't know why.

Peter tried to feed the need for oxygen and gathered the strength to tear his mask off, immediately doing so he threw up. He coughed and gagged as it left his mouth and he couldn't think straight, all he needed to do was get some help.

_Can't think, can't even breathe… I don't know where I am. Why won't anyone help me? … She's calling me. _

Thoughts briefly crossed his mind as he tried to stumble to his feet.

Spider-Man used the alley's walls as leverage to stand but threw one of his hands up to his mouth when he once again began coughing violently, his chest heaved with each strained breath and suddenly the never ending pain gathered in his face.

He could feel his teeth splitting his gums wide open and his eyes felt as though they were tearing themselves apart, the bleeding just wouldn't stop for one second and he was now standing in a pool of his own blood. He didn't think it possible for anyone to have this much blood let alone lose it, Peter threw up once again and just tried to get it all out of his system as fast as possible. At this point though he just wanted to let go, everything hurt so much and so badly he didn't know what was what anymore.

"What's… happening to me?" he managed to cry out, but once it relayed back to his ears he couldn't recognize the voice. It sounded distorted and monstrous, like it wasn't human at all. It didn't belong to Peter Parker.

Suddenly he found himself on the floor once again; he wasn't in control of his own body and couldn't move a muscle. Peter quickly realized his body was preparing for something and what he felt as his eyes went wide only confirmed it.

He felt the pain long before he heard the sickening snaps and breaks, his ribcage was crushing itself and he didn't know why. The pain was blinding and he felt his ribs move back around his body almost as if they were making room for something, once again whatever brief thought he had was realized as limbs shot their way out of his body. Four arms pushed their way out taking huge amounts of blood with them and he let out a window shattering scream as his fingers began merging with one another. His costume was being shredded throughout the entire ordeal and his hands outgrew his gloves tearing the material into shreds of red and blue, his web-shooters exploded from the pressure the transformation was exerting and artificial webbing was sent flying splattering all over the walls in the alleyway.

And then everything stopped, just like that the pain was gone. Now he just felt sick, like the kind of feeling you'd get when you would catch a bad cold. Peter got up and onto his feet easily enough, he looked down upon himself and saw that his pants were still intact but that wasn't the most significant thing he noticed. His vision was split; it wasn't one complete image he could see but instead four separate ones. His eyes had ripped themselves apart giving him two extra ones for the trouble.

_Can't sleep, can't breathe. There's something in my skin, I… can't get it out of my mind._

He noticed the constant streams of webbing spewing from all six of his arms but it felt different, as though it was a part of him. His mouth hung open like a giant steel bear trap, rivers of saliva and blood poured out and regrouped at his feet. His body felt alien to him, as though he wasn't the one at the controls. His feelings proved just as out of nowhere a stray cat had appeared, it was just minding its own business and walking along heading deeper into the alley probably looking for some spare scraps to eat. He continued to stare at it as he had nothing else better to do and for some reason couldn't turn his head away, he saw the cat's ears twitch as though it picked up he was there and the cat looked up towards him taking full notice of whatever he may have looked like.

He guessed it wasn't a pretty sight as the cat was paralyzed, it wasn't preparing to attack or hissing at him or even backing away from him. It was paralyzed and just staring at him, Peter stared back but suddenly began slowly approaching the cat. As if it read Peter's mind it bolted away from him and in the complete opposite direction, he couldn't explain it but he was half glad the cat had gotten away but also half disappointed. He felt so hungry.

Out of the blue though he was hit with a coughing fit, his wide open jaws emptied out dark red blood and he was once again feeling so weak.

_Trying to remember how I got here, who am I? I'm scared… why don't I want to go home? I don't even have a home, not anymore._

_I'm not me. Peter Parker is dying. I hear singing… a humming sound, like insects. Calling me._

"You're looking down in the dumps Spider-Man" a deathly familiar voice rang out and he instantly knew who it was, he could feel her from a mile away.

Peter turned and found himself in the presence of the woman that did this to him, the dark haired woman in a very revealing long black dress and heels. Ana was at the opening of the alley almost as if she was boxing him in and he felt it was working, he had retreated away into the shadows and she could barely make out his red and blue motif.

"Oh don't be sad darling, at least it'll be our dump soon enough. Do you like my dress? I picked it out just for you" she said with an ever present flirtatious tone to her voice all the while twirling on the spot completely for his benefit.

"… Hhh… Ana… what've you done… to me?" Peter asked his words falling from his mouth in a grotesque manner.

"Just a kiss, to make your heart beat a little faster" she said whilst approaching him slowly. She saw him cower a little and smiled warmly, she figured it was about time he learnt his place.

"A little swapping of some very special saliva containing the right genetic material to initiate your change, you can be my valentine and if you play your cards right I won't eat you afterwards" Ana explained remembering the joke from earlier.

"Just a joke, darling. I know you like jokes, now come on out into the light and be with me" she ordered more than requested as she held out her hand for him to take.

Peter's mind was a complete mess, it was like he had three different voices in his head telling him to do three separate things. The part of him that was under her control was urging him to take her hand and be with her, evolve and accept the transformation with open arms… all six of them. The spider part of his brain, the part that had manifested itself ever since he had gotten bit by that pesky little spider was telling him to fight. To take her apart and drink her insides, of course he figured maybe the spider part had gotten a little too out of control due to his current state but the third voice in his head pretty much agreed with it. His voice was telling him that he didn't belong to anyone, it was his body and his mind and his snazzy costume and he was no woman's booty call.

_Heh… booty._

And then after that last childish joke inside his head a powerful rage consumed him, he already had his life stolen away from him and this psycho wanted to do it again. Peter wasn't about to let that happen, not by a long shot.

"NEVER!" he screamed at her as he presented himself by stepping out of the shadows.

Ana didn't expect the answer he gave her, she wasn't prepared for it. She was stood in place with a look of shock and confusion etched onto her features, and Peter used that to his advantage. He got close enough to swing one of his fists at her and aimed for her pretty little face, he was totally surprised when it connected. Granted most of his strength had been zapped out of him just by her arrival and he was still pretty weak but she was sent half way down the alley crashing into a few garbage cans, Peter had to sustain a laugh though as the look on her face was priceless. His four eyes could see she was bleeding and she didn't look like someone in control to him, not anymore.

"You don't say 'never' to me! You don't have that choice! You ask 'when' and 'how' but never 'why'!" confusion was soon replaced with anger as he had defied her will for the last time. Ana slowly got up and wiped the blood away from her bruised jaw, it was time she finished this.

"And you never… ever… say no" she spoke through gritted teeth as she brought up both of her hands as though she were controlling something.

An invisible force tore through the alleyway taking trash and debris with it along the way, the force smacked Peter straight in the midsection and he was knocked back a few feet skidding along the floor. He tried to steady himself using his two forearms to grip the floor and his other four arms to gain purchase on the walls, he stopped and looked up at her as he felt the wind had been sent straight out of his lungs.

"… I wouldn't hit a woman… but you're not a woman… you're dirt!" Peter shouted gathering every last bit of strength to pounce at her hoping to deal a lethal blow.

His attempt was cut short however as Ana suddenly wailed like a banshee, the effect it had was similar to when she had used it on the rooftop and Peter was sent spiralling through the air towards a solid brick wall. He heard his back crack as it collided with the solid construct before he fell to the floor taking most of the walls bricks with him.

"Must we do this again darling? Are you so afraid of me? What you are feeling is just the same as love" she said letting the words fall slowly from her lips as Peter began gaining his bearings.

"… not love… poison… you're nothing…" Peter barely managed to mumble as he wiped the blood and spit from his gaping jaws. The grotesque monster was slowly getting to his feet where he found Ana waiting for him carrying a deadly look in her golden irises.

She said nothing but only raised her hands once more, the act was simple but the effects were brutal as the scattered bricks around the alley slowly began to rise into the air. Peter tilted his head slightly more so out of exhaustion than curiosity but didn't need his spider-sense when all four of his eyes saw her flick her wrist slightly. All of the bricks flew at him and truth be told he was too tired to react in time; several projectiles collided with his body. Three hit him in the ribs and one struck his chest before two smashed him in the face and Peter collapsed on the spot, he didn't even have enough time to contemplate whether his jaw had been broken for the second time that night.

Ana gazed upon his fallen form, it was a thing of beauty to her. She walked over to him slowly swaying her hips in the process and knelt down beside him, she began gently stroking his arms taking note of their muscular demeanour before she moved her fingers up to his face. The woman glided her thumb over his cheek avoiding the sharp jaws protruding from his mouth before tracing her finger up to what she believed used to be his ear, she found a small black radio of some sort and quickly guessed it was a communicator for his little League of heroes. Ana crushed it beneath her thumb and forefinger before noticing something on the floor a few feet from his body, she walked over to it and delicately picked it up.

She had found the mask he had discarded during his transformation and began stroking its wide expressive lenses, even though it merely mimicked his true nature she still found it attractive. She believed it represented him well, a boy in a man's body who was in turn born to be a spider. Ana suddenly found herself stuffing it down her dress and in-between her cleavage, she wanted to keep it for some odd reason finding no harm in the action so she decided to take it with her.

The raven haired beauty approached Peter's mangled frame once again and held out her hand towards him like she was beckoning him to join her, his body suddenly began rising into the air and she turned towards the alley's opening and began walking with him levitating in tow.

"See? I understand who you are. I told you you'd fall for me and you did… like a ton of bricks" she whispered more to herself than anyone else as she walked off into the night with her claimed prize.

* * *

Approximately 6 hours ago…

Earth's Orbit- The Watchtower

Suspended high above the Earth the seven founding members of the Justice League were called to the Conference Room by the Dark Knight himself to discuss a matter of upmost importance, unusually enough the Teen Titans had been summoned to this confidential meeting also. The core Leaguers all took their seats around the clean white circular table while the Titans stood just off hand closer to the walls of the room, Wonder Woman shared a look with Superman as they both recognized the look on Batman's face. It was one of frustration and annoyance, the look normally appeared when he told someone to specifically do something and said person completely ignored him. Not many people did this anymore and as such the look was pretty rare, every hero and heroine in the room instantly fixed their gaze on Batman as he was about to say something.

"I'm sure none of you know why I've called this meeting, well none of you except the Titans… Raven? Would you care to shed some light on the subject?" Batman said causing everyone's eyes to instantly fall on her.

Raven felt a lump catch in her throat as she was stood among the world's greatest heroes and being pressed to explain herself to them by the Batman. She took a deep breath before she began to speak trying to push any fear or nervousness to the back of her mind, so she assumed her usual emotionless demeanour and pushed on.

"You called this meeting because of a problem involving Spider-Man" she finally said as the Leaguers assumed looks of confusion.

"Spidey? What the heck did Webs do to get your cape in a twist Bats? No wait don't tell me, he didn't hit on you did he?" Flash joked towards Raven assuming a boyish grin taking note of his friend's somewhat childish behaviour, if there was anything Batman didn't like it was when someone treated everything as a joke and well that was exactly what Peter did. It was one of the many reasons why he liked him, that and his jokes weren't completely terrible.

Raven rolled her eyes but ground her teeth as she heard Beast Boy break out into a fit of high pitched giggles, the League blankly stared at him waiting for him to stop laughing… even Flash and he told the joke. Finally the changeling stopped whilst wiping an invisible tear from one of his green eyes, he looked up to the Justice League and suddenly remembered where he was. Laughing nervously Beast Boy let out a scared apology before being smacked upside the head by Cyborg's huge cybernetic hand, he was instantly rendered unconscious. Raven merely assumed a smug smirk and Starfire poked Beast Boy's knocked out form, Robin however threw his hand to his face as his cheeks grew red with embarrassment and frustration.

"He disobeyed orders I passed on for him. What irritates me the most is that they weren't even orders, they were more of a request and he still blatantly ignored me. I made the mistake of having him accompany me on a trip to Jump City, that's why the Titans are here. He suffered another mental attack throwing his spider-sense into overdrive and I had to sedate him, not long after I had to leave I told the Titans to pass on a message for me. Raven was the only one awake at the time he recovered from the sedatives effects and now he's nowhere to be found" Bruce finished explaining the circumstances to his colleagues and paused whilst they absorbed the information.

Wonder Woman took notice of the look on Raven's face and sympathised with her, she knew how intimidating Bruce could be even when he was your friend and Diana could feel the pressure the teenager was under.

"Raven, it is not your fault that Spider-Man ignored what you told him, what he did was of his own accord. You have nothing to be afraid of young one" Diana told the girl offering her a kind smile.

Raven felt incredibly relieved and gave the Amazonian Princess a small smile in return; this was new ground for her and most of the Titans as they had never met the Justice League or stood among them. For Robin it was different, he wasn't viewed as a kid. He was looked upon as a veteran having been trained by the Dark Knight since the tender age of seven and felt no fear when consulting them, him and Raven were the most intimidating members of the Titans but the teen girl felt a little shy when compared to the Batman's trademark glare.

"In fact none of you are to blame, Spider-Man needs to learn that he is part of a team now and doesn't have to do everything on his own" Superman said whilst standing and placing his palms flat against the surface of the table. Clark thought about how similar Peter and Bruce really were the only real difference being the Man of Steel saw some aspects of himself in the boy also, but he needed to remember that he wasn't alone anymore.

"I think we all agree Superman but the guy probably just felt a little uncomfortable up here all the time, you know as well as I do he prefers the concrete jungle to a state of the art space station. With everything that's happened maybe he just needed some time to think" one of the two African American heroes in the room spoke as Green Lantern threw his two cents worth into the conversation.

Beast Boy was woken up by a small kick to the leg by Starfire, he held his head and groaned whilst Starfire merely smiled brightly clasping her hands together.

"You're preaching to the quire GL, I mean at least I have room to run around up here. Spidey's mode of transportation isn't exactly traditional, he's got virtually no room to do the swinging thing up here" Flash spoke folding his arms with a lopsided smile plastered onto his face.

"Be that as it may I think we're all straying too far from the point here, whatever made him decide to leave Titans Tower doesn't really matter. The fact is he's still missing, his communication piece went dead roughly around 18 hours ago but I sent the Titans to his last known location which seemed to be an alley in a rundown part of the city. According to them there were definite signs of a fight as blood and debris were scattered all over the place as well as his only personal affects" Batman said standing up to present his evidence. He opened one of the many compartments on his utility belt and pulled the objects out placing them on the table for everyone to see.

The Justice League members gazed down at the objects and could feel that each of the Titans had leaned slightly over their shoulders to take a look for themselves, nobody seemed to mind though as the objects Batman had presented to them were somewhat recognisable. It took a few moments but eventually it clicked as the Leaguers were all overcome by feelings of realization and dread, the objects were Spider-Man's web-shooters and they were completely destroyed.

The LED lights were cracked and the circuitry underneath the compact design had blown several fuses singing it beyond repair, the sleek stainless steel had been torn apart and a few blots of dried blood were easily visible on the small devices.

"Now I've taken the time to analyse the evidence but unfortunately haven't been able to match the DNA to anybody on our global database which leads me to suspect the blood does in fact belong to Spider-Man as you all know why" Batman began to explain leaving a slight interlude as he glanced to each of the League's members. They all exchanged slow nods as they knew the reason the blood was unmatchable, it was because Peter Parker didn't exist in their universe and if he didn't exist then he had no form of identification. Although that was being remedied by Batman they still didn't have his blood on record and that was something they would need to sort out in case a situation like this ever happened again.

"Both devices exploded from an unknown pressure built up from the inside out which means whatever happened it was Spider-Man himself that caused them to blow up, I don't know how this is possible and I don't even know where to start looking for him. I had Robin and his team cover every inch of Jump City as they know it best but they turned up with nothing which leaves us with only one explanation… he was kidnapped" Batman said without a hint of worry to his tone. However this was not the case for the other heroes in the room as they all went into alert mode glancing to one another, Diana and Shayera held looks of concern and John's brow furrowed in confusion. Wally's white eyes widened slightly at the news while Superman assumed a quizzical expression. The Titans weren't affected by the news as much as the League was, they hardly knew the man and had been looking for him for a while. The thought of him being kidnapped had already crossed their minds several times during the search but they were still concerned somewhat, the man seemed nice enough but any hero being kidnapped was always bad news.

"Well now he's gone and done it, if the kid would have just done what you said then he wouldn't be in this mess to begin with" Green Lantern said mainly towards Batman.

Although he may have sounded a little hypocritical for defending the boy earlier he had to admit Peter had no discipline what so ever, being a military man John was rather strict and level headed when it came to his hero duties and was sometimes rather annoyed by some people's attitude towards what they did. He briefly remembered when Booster Gold used to be a rather large glory hound, of course he altered his attitude to the hero business after experiencing an incident that almost killed him but he was still somewhat of an attention seeker. People like the Flash and Spider-Man seemed to treat what they did like a big joke and while they had their reasons for dealing with it like that John still couldn't grasp how somebody made a joke in the face of death.

Hawkgirl looked at Green Lantern in a surprised manner, "How can you say that? A couple of minutes ago you were defending the guy and now you're blaming him?" Shayera said folding her arms together whilst tightening her gaze upon him. The two had never seen eye to eye ever since their unfortunate parting of ways but now found it harder and harder to stay in the same room as each other, they could tolerate each other and get along fine but when they disagreed about something it was all blown way out of proportion and escalated rapidly.

John was about to reply but was interrupted by Diana when she spoke out addressing a particular member in the room, the Batman.

"Weren't you responsible for Spider-Man? After what happened in Metropolis you took him to a city thousands of miles away separating him from anyone he knew, the Titans barely know him and you sent them on a city wide search mission for him. Superman informed us of your fight with this Ana and what she hopes to achieve, a woman from your past correct? Well it would seem she has forgotten about you rather quickly, we've taken the time to review the news footage and you can clearly make her out forcing herself upon him Batman. Hera, the blood was practically flowing from his mouth. He should have been up here and resting safely, not in Jump City just because you said so… he is not one of your protégé's" Wonder Woman spoke her graceful voice altering from her usual calm tone to a commanding one. She had no idea why she just suddenly said it but was surprised by how many poor decisions the normally prepared Batman was making.

The heroes present in the room grew uncomfortable as they too remembered the news footage of the rooftop exchange, Spider-Man just wouldn't stop bleeding and it disturbed them. They had experienced many battles and fought aliens, the Justice League had seen people lose their lives on the job and it was all part of the service but most of the time they were vaporized or sent to the future leaving no trace of them anywhere. Peter had already been killed once and they suddenly felt protective of him, they didn't want to let him die a second time. What kind of twisted fate is that? But the blood… he just wouldn't stop screaming and Diana remembered Wally stepping out of the room for a few minutes when they watched the footage, John remained neutral whilst watching the footage as he was used to senseless slaughter due to his military days but even the Man of Steel had to look away for a moment or two. Clark could stop trains with his bare hands and have bullets bounce off of his chest but sometimes he forgot that nobody else could do that, sometimes he forgot just how real things could get. Bruce never forgot, he was always prepared for things no matter how bad they were and he was just a human.

The room remained silent as the League shifted uncomfortably in their seats, the younger heroes who were also in the room tried to find something else to set their minds on as they had all heard of Wonder Woman's aggressive side or more commonly referred to as her Amazonian side.

The Titans hadn't seen the footage so were pretty clueless about what Wonder Woman was talking about but Raven remembered the news report, she changed the channel thinking the Spider and the Bat could handle the situation. The Batman always handled whatever was thrown at him and the Spider-Man was quickly gaining a reputation that claimed he was untouchable, she had seen him fight on T.V and remembered he reacted fast enough to dodge any attack sent his way. She briefly wondered how he did this but dismissed it as excellent reflexes, the only person she could think of faster than him was the Flash.

The silence drew out and Wally began whistling uncontrollably, the red headed speedster hated awkward situations and there was nothing more awkward than being in the middle of a Batman/Wonder Woman staring contest. Starfire could not stay silent for too long but knew she wasn't allowed to speak unless spoken to, the League were very serious with protocol and formalities. Robin however knew how Bruce felt about Diana and just stood up straight waiting for it to end, aside from Alfred or Barbara he was Bruce's closest friend. Dick considered him a Father and liked to think that Bruce felt the same way about him but he knew that one thing the World's Greatest Detective always had trouble with… the ladies.

Bruce was obviously a handsome man but it was often his true personality that controlled him whenever he made serious decisions, acting like a stuck up jack ass was his billionaire playboy act and sometimes it was so believable that he irritated Dick. It may have been unusual but Dick preferred the cold straight to the point Bruce Wayne, he didn't show his affection much but that was who he was. If Bruce had trouble displaying emotions to a boy he had fathered for nine years then it would take a miracle for him to openly admit he had feelings for Diana, for the Batman the mission came first and distractions were definitely not affordable.

Batman's jaw visibly clenched as he hated being called on about his decisions, Diana stared at him from across the table for a moment and Bruce stared back. They held their gaze for a few minutes before Bruce decided to speak, he knew he wouldn't have won anyway as when Diana set her mind to something it was rather hard to deter her from it. That was one of the qualities he was so fond of; he felt a tiny smile pull at his lips before he forced it back under his hard exterior.

"Fine… I'll admit that maybe I shouldn't have let him accompany me and I know he isn't one of my protégé's Wonder Woman but I'm willing to admit my mistakes because we don't have time to argue like this, yes I knew the woman a long time ago and thank you by the way for reminding me. Her name is Adriana Soria, I called her Ana but now she calls herself Queen. She is a threat to everything and everyone on the planet below us and a vital key to her success is Spider-Man, you don't need to a lot of the facts other than she must be stopped by any means necessary. Taking this and our encounter in Metropolis into account it's only logical to assume that she's the one responsible for Spider-Man's kidnapping, now since Superman's briefed you all I-" Batman was explaining until a very urgent sounding Mister Terrific knocked on the door to the Conference Room not bothering to wait for permission to speak.

"Hello? I know you're all busy right now but I'm afraid this can't wait, a woman appears to have hijacked all major news networks running on the east coast of America. She claims to have a bomb" the man finished struggling to force the last sentence out of his mouth.

Every person in the room shot out of their chair and exited the Conference Room, Mister Terrific followed suit as the large group of heroes quickly paced towards the Communications Room. When they arrived on the scene it appeared most of the League had heard about it and were all trying to gather around several screens containing the anonymous woman's face. As soon as the core members were spotted though a lot of the lower ranking heroes quickly parted to let them through to the screens, looks of concern and worry were etched onto people's features by just listening to the woman's chilling and taunting words set on a continuous loop.

"To the citizens of Metropolis, Gotham, Blüdhaven and New York: I am the Queen and I have a bomb" the smug visage of the woman played out on screen over and over again. The quality of the image wasn't great and every now and then would glitch out being replaced with a static image but the sound never faded, she was sat on a very expensive sofa cushioned by countless velvet red throw pillows. In the background were curtains of the same colour but most of the heroes there knew it was just a stage, a small way for her to try and throw them off of her sent.

"Elongated Man, have you tried tracing the signal?" Batman spoke in a slightly urgent tone. They couldn't really afford to waste any time what with the current circumstances and all. The other heroes watched as the stretchable man was typing away at a computer console.

"Way ahead of you Batman but unfortunately I'm not getting a fix, the signal's being bounced around several relay points throughout Metropolis" Ralph Dibny AKA Elongated Man replied. He ran a hand through his red hair and turned to back to the Dark Knight with a look of worry on his features.

Batman frowned slightly and turned his attention back to the monitors in front of him.

"I'm not going to explain what it does, your leaders will tell you if they have the nerve. I'm just going to give you a chance to live" the woman identifying herself to the public as only Queen spoke once again this time with slight traces of anger in her voice.

"My bomb will be detonated at precisely 9:30am this Thursday the 23rd. It carries a payload powerful enough to wipe out all human life within a radius of six hundred miles around the epicentre in Metropolis" every hero remained silent as she revealed the effects of her bomb, partly out of shock and sheer disgust at how somebody could commit such a heinous act and partly because they just didn't know how to respond to it. Not even the Flash could say anything and he was normally yammering on even in the bleakest of situations.

"You have until that time to leave the area. Once gone, you will be forbidden to return. Six hundred miles: you can do the addition and subtraction yourselves, perhaps now would be a good time to visit relatives on the west coast… or in China just to be on the safe side" her final words were uttered as her lips twisted into a small menacing smirk signifying the footage was coming to an end and would start to replay soon.

The footage never got a chance to replay as the Batman switched the monitor's off and turned to face most if not all of the League's members. He slightly grimaced as the looks on their faces were ones of confusion and bewilderment, as if mentally asking themselves why anybody would do such a thing over and over again in their heads. Batman shook off the small amount of hesitation and addressed the League's members as he had experienced first-hand how cruel the world could be, he noticed the Titans stand firm as this was no laughing matter. This wasn't some crazy magician or light wielding criminal; this was a psychopathic woman killing innocent people just because they were in her way.

"You all heard the woman, she's planning to detonate the bomb on Thursday the 23rd. That gives us until tomorrow to organize a search through Metropolis leaving no stone unturned until we find this woman and eliminate the threat, now we don't have a lot of time but this is not a joke. Some of you may have relatives or loved ones along the east coast and will feel the need to make sure they are safe but we need every available hand in this search so nobody is off duty until I say so, is that understood?" Bruce finished strengthening his jaw and narrowing his eyes at the heroes giving them him famous Bat branded glare.

Every hero and heroine nodded and proceeded to make their way to the Observation Deck for teleportation to Metropolis, after hearing the woman's announcement on T.V the public was no doubt in a state of panic and hysteria. They would need to contain the problem and look for the woman in one of the biggest cities on the face of the Earth, it was going to be a pretty heavy task to take on there was no doubt about that.

* * *

Approximately 5 hours ago…

Metropolis- The Hive- Beneath Central Metropolis

"Leave me drones, now" Ana commanded extending her arm towards her loyal followers. They did as she requested and left the small make shift studio she had them build for the public announcement, she watched them as they emptied the room in dozens and once she felt she was alone she made her way to a set of double steel doors.

She opened them and stepped inside, "I know you're afraid of what's going to happen… what's already happening. But don't be my darling, don't wish for things to be back the way they were. Because there is no going back my love" she told him in a caring voice.

The room was dim and barely lit, it was a rather large room capable of holding maybe thirty people and right in the middle of it was a giant naturally spun web. The steel strands stretched across the room and kept him suspended in the air perfectly, his large hands were covered with some sort of brown fur and his costume was completely shredded. The mask was gone and so was the top half of his suit, whatever remained of his pants didn't leave a whole lot concealed but just enough to cover up any intimate areas. All six of his arms were drawn out across his web and his rows of razor sharp teeth were dripping with saliva, it was pretty hard to discern where his hair ended as his entire face was covered with brown fur perfectly framing his four blood red eyes.

"Don't be sad Spider-Man, you're beautiful" she told him lovingly reaching up to stroke the side of his grotesque furry face.

* * *

Right now…

Metropolis- Central Metropolis- A Couple of Hours before Dawn

The great city of Metropolis, home to the one and only Superman was in a state of evacuation. Several services were moving through the entire city trying to get everyone out of the immediate area as quick as possible whilst others looked to eliminate the threat of this 'Queen' and her bomb; the Metropolis Police Department as well as the SWAT team had locked down the centre of Metropolis with the help of the United States Military. Most of the police forces were focused more on Metropolis than any of its neighbouring cities because they had discovered the broadcasting signal had originated from there, helicopters riddled the sky flying side by side with various superheroes trying to search for a potential lead into the whereabouts of the woman and her bomb.

The night was a cold one as it was already so close to winter, it would be a shame if the woman succeeded with her plan what with Christmas just around the corner. Several Leaguers had already been issued with the task of patrolling the skies keeping an eye out for any sign of the woman and her bomb or the Spider-Man that had been plaguing the news recently, other heroes had been given the job of helping out with the evacuation of the city. It didn't matter how big a deal any of this were though as news reporters still flocked to the scene trying to get the scoop on what exactly was happening to their city, their questions were ignored though as the important thing was finding the source of the threat.

A medium sized group of heroes were stood overlooking the panic in the streets consulting what they were going to do, among those heroes were the Titans and Batman. The other founding members of the League were either patrolling the skies or evacuating the city, Batman had told the Titans that they were to be working with him on this one.

"All of you are with me, we're going to find the source of all this. She's no doubt hiding underground, it's in her nature. That's where the bomb will be and that's where we'll find Spider-Man. We'll start with the subway and work our way down towards the sewers" Batman said to his younger allies, they all nodded simultaneously.

"We do this my way, if you see any civilians down there do not try to engage them. We stick to the shadows and move quickly and quietly, the more time we waste fighting the less we have to find her. Let's move out" the Dark Knight ordered as he leapt off of the rooftop with the Titans following suit.

Robin summersaulted through the air hot on the heels of his mentor with his team close behind, Starfire and Raven soared after them while Beast Boy had morphed into a bat to keep up. Cyborg jumped from the building also using the advanced cybernetics in his artificial legs to gain great distance, they all stopped when Batman had stopped at a set of stairs leading down into Metropolis' subway system. The distance they had travelled didn't seem like a lot but considering the teenagers could barely hear the sound of police sirens and civilians screaming in the street meant they were in an evacuated part of the city. Disregarding the span of the search area the fact that this portion was already evacuated made their jobs a lot easier, all they had to do was follow the subway system and look for anything unusual.

The group of six heroes made their way down the long set of stairs and venturing further and further into the darkness, Batman and Robin were completely at ease in their new surroundings for obvious reasons. The Caped Crusaders cowl had could see in many waves of the electromagnetic spectrum but a simple light was just as good in their situation, his eyes shone as two powerful lights beamed from his cowl lighting up the old decrepit subway platform. Robin and Cyborg mimicked his method as Robin's domino mask held the same technology as Batman's cowl, Cyborg's one red eye shone as he switched the setting to an average light using his thought processes. Raven seemed perfectly content in the darkness as her face kept the same expressionless demeanour she wore on most days; Beast Boy had morphed back into his usual green form and stayed close to the trio with lights.

Starfire however was handling the darkness in a different way altogether, her sparkling green eyes glowed through the blackness as she followed her friends though this did little to comfort her. She wasn't completely terrified of the dark but that didn't mean she liked it, she had read up on Earth fears or what they called them 'phobias' and found a lot of interesting things humans were afraid of.

Some were scared of heights whilst others were scared of confined spaces, many that confused her were fears based on regular animals. One of the most common that popped up in virtually every search she performed was a fear called Arachnophobia, as she read about it she discovered it was a fear of spiders. It was understandable why humans might be afraid of something with more legs and eyes than them but that didn't mean they were out to harm you, she figured that was why the Man-Spider chose his costume and name to play on the fears of humans much like the Man of Bats did.

The red-headed alien was uncomfortable in the darkness but decided to walk by Raven since she represented it so well, Raven noticed how close Starfire was to her and simply rolled her yes.

"I didn't know you were scared of the dark" she said with a dry tone hinting at a complete lack of interest.

"Oh… I- I am not scared of it, I am just worried about what it contains" Starfire said stumbling on her words slightly as she grabbed hold of Raven's long dark blue cloak and fiddled with it nervously.

Raven sighed, "You shouldn't be afraid of something that can't hurt you. If you have anything to be scared of whilst in the dark then it's the Batman, that is of course if you're a criminal… you're not a criminal are you Starfire?" Raven teased turning to look into the taller girl's green eyes.

Starfire rapidly shook her head from side to side all the while stealing a glance at the tall shadow leading the group.

Raven smiled, "Then you have nothing to be afraid of" she said as she turned to continue walking after the group of males in front.

The Tamaran Princess proceeded to stay close to her dark friend as the Batman had stepped down from the subway platform and onto the actual tracks, he kept a watchful eye for anything that was even remotely out of place and told the group of super teens following him to do the same.

Robin nodded and joined him on the old rusting tracks, "Why do these tracks look like they haven't been used in years?" he said crouching low to get a better look at the deteriorating material.

"Because they've rarely been used ever since the construction of Metropolis' monorail was green lit, nobody's been down here in years and the system itself is like a maze which makes it the perfect place to hide" Batman said answering his question without delay.

"So how are we gonna find her? I mean if this place is a maze then won't it take us like forever?" Beast Boy cut in throwing his arms up in a frustrated comical manner as he hopped down to join them on the tracks of the dark tunnel.

"We find her the only way we know how, with technology" Cyborg stated in a light-hearted tone. He was a big guy full of weapons systems and even he wasn't too fond of the dark.

The walking armoury brought up his right arm displaying a light blue holographic image, "They're schematics of the system. Man you were right when you said it was like a maze down here but all we gotta do is follow these and we should be good to go… you're not jealous are you Batman?" Cyborg said sporting a wide coy grin aimed in the Dark Knights direction.

Batman stared at him for a moment his expression never changing not even once, "Why should I be? The League funded the technology that you're carrying right now" Batman said turning away from him and continuing down the never ending pitch black tunnel.

Cyborg stared back in shock for a moment and then turned to Robin, "Say what? But I thought… didn't S.T.A.R Labs…" was all he said.

The Boy Wonder smiled in return, "Don't act so surprised Cy. I've been working with him nine years and there's still a lot that I don't know" Dick said gesturing him and the others to follow him while he made his way after his former partner.

"Wow... I didn't see that coming" Raven said as she passed a stunned Cyborg followed by a nervous clingy Starfire.

* * *

Metropolis- The Hive- Beneath Central Metropolis

"They wouldn't be any closer to finding us if they had five years to search" Ana said as she gazed at the giant holographic map of Metropolis, she had issued her Hive with the task of stealing one for just such an occasion.

She was staring at it with her hands on her wide hips, a few of her servants stood either side of her waiting for an order to be given. The now mutated Spider-Man stood tall towering over everyone in the room with all six of his arms resting by the sides of his huge muscular body, organic webbing was strewn out across his fur and entangled in his arms. He was standing their not making a single sound remaining obedient to his Highness and waiting patiently for her to tell him what to do.

Ana turned around and approached him, she walked past him taking one of his six arms in hers and guided him out of the room and into a corridor. The two walked past a group of drones moving her bomb into another room, the creation was red and had a black and yellow checkered strip curling around its body.

"In the meantime they're wasting their time evacuating, how typical of their pathetic species to run away and cower in fear when presented with a serious threat. Come with me darling, it makes me miss the old days when honour was more than a concept designed to justify the draft" she continued to talk to the mindless beast as he followed like a lovesick puppy dog with its tail between its legs.

Ana stopped at a set of steel doors with a key code pad on the side of the wall, "I want you to know the whole story Spider-Man- and you will. Because if you appreciate what they would have eventually done to you, you'll never want to go back. We're sideshow exhibits, you and I. To be prodded and poked for their own amusement, we're discards on the scrapheap of evolution. I can sense you do not belong here, that you were sent here with a higher purpose and yet you waste your magnificent heritage beating up thugs and saving the lives of people who do not even matter" she finished as she entered the four digit passcode for the door.

The double doors slid open with a hiss and revealed a dim room housing four brown cocoons of some sort, they contained four bodies. One of which wasn't moving whilst the other three were struggling to break free, they looked old and frail. Like they were about to dissolve into dust at any moment, Ana looked upon them with a small evil smile.

"But this… this is where the rats take over the laboratory" she said holding out her hand to display the men like they were some kind of trophy to her.

The cocoon's they were wrapped in were similar to the web's Ana had used to apprehend Spider-Man and Batman during their rooftop encounter, they were strong enough to hold Peter in place so it was obvious the men were stuck there until somebody strong enough came along and freed them. The strands wrapped around their skinny frames were a light goldish brown and dripped with moisture, the men looked like they wanted to be put out of their misery right then and there.

"… Please… if you have any humanity left… please let us die…" one of the old men spoke barely gasping his words out towards Ana and her guest. He wore a pair of circular glasses and one could make out an old white lab coat underneath the cocoon that enveloped his body. He was suspended in mid-air hanging upside down so his old white hair hung lifelessly from his head, the man was the closest to Ana and the Man-Spider.

Ana smiled and turned towards her future husband reaching up to his head to stoke his wild messy brown hair, the Man-Spider merely stared at the old man curiously.

"Darling, let me introduce you to Professor Jerry Davies: the man responsible for my genetic alteration. The man who configured the serum that brought about your glorious mutation" she finished running her fingers along one of Peter's sharp deadly fangs.

"Professor Davies here knows a lot about suffering. After all, he's barely clung to life ever since I abducted him in 1963" Ana began as she left the Man-Spider's side and walked towards the vulnerable prisoner.

"Tell us, Professor: how does it feel now that the experimental shoe's on the other foot? Does it sting every bit as much as you imagined?" she said through gritted teeth whilst raising her hand and violently pushing the man with all of her strength, he swung away as he was hanging from the ceiling but gave a loud painful cry as she had snapped his collar bone.

The cocooned scientist soon steadied out, "Why don't… you tell him… what you're really doing here, Ana?" he said trying to phase out the pain shooting through his upper body.

Ana turned away and back towards the Man-Spider gliding her hands across his chest, "Because he's a dumb animal. You can take credit for that, if you wish" she said glancing back at the Professor.

"You're wrong… tell him the truth. You owe him that much for what we've done to him" Jerry breathed out earning a frustrated eye roll from Ana.

"Don't listen to him, darling. He's talking about a future he has no concept of" she said as her eyes admired Peter's strong physique. He was lean when he was human but now it was all muscle, every inch of him was rock hard as far as she could tell. Her hands were about to move down to his groin area when Jerry began speaking again.

"Listen to me, Spider-Man. I designed… the serum that altered your genetic structure… but it shouldn't have taken place yet… the change is too abrupt…" the scientist finished as Ana once again turned back towards him. The Man-Spider merely rolled his head to the side with all four of his blood red eyes trained on the withered old man in front of him.

"You're changing too quickly… no one can withstand that kind of mutation… and there's more. She hasn't told you about the mating process…" the man said noticing the curious look in the monster's eyes.

Ana smiled as the man was only entertaining himself, "He doesn't understand you Jerry. But try and enlighten him for your own amusement" she told him casting a side glance in the Man-Spider-s direction.

"Be ready for the joys of Fatherhood, Spider-Man… there's one catch to her entire plan that Ana failed to mention to you… she's pregnant" he concluded as Anan smiled warmly and gently began rubbing her stomach in small circular motions.

* * *

Metropolis- Subway Systems- Beneath Central Metropolis

The group of six superheroes were still searching throughout the labyrinth like network of service tunnels and access shafts and they felt they weren't getting any closer to finding the woman who claimed to have a bomb, the Titans were feeling a little disheartened but tried to keep themselves occupied with some friendly conversation. None of this was aimed at the Batman however as every question he was asked was either met with a 'that's classified' or a 'you don't want to know', they all wondered how on Earth Robin endured him for nine straight years.

The ominous Detective still brought up the front of the pack with the teens trailing behind; they were still walking through pitch black surroundings and the further they walked the more uneasy they felt. Even Raven felt like they were being watched and she didn't like it one bit. It didn't help matters that a very nervous Starfire was still clinging onto her long cloak, she didn't like anyone being too close to her but felt she had to tolerate Starfire's insistence on the matter.

Unbelievably enough Raven knew what fear was, she had to face her own head on only months ago. She conquered her own fears and came out stronger as a result, she didn't have to worry about her Father anymore and never thought about it either. It was easier that way to just throw it out of her mind and focus on her future, the one she hoped to have defending people with her friends. The empathetic girl never showed it but she did genuinely enjoy her outings as a part of the Teen Titans, she knew though it wouldn't last forever and had to think about her not too distant future. But unfortunately that would have to wait as once again what she did with her friends threw her back into the present.

"AHHHHHHHH!" Starfire let out an almighty scream that once again found its way into Raven's ear, the ringing sound caused Raven to shut her eyes in extreme discomfort as she waited patiently for the ringing to subside. If countless years of meditation had taught her anything it was definitely to be patient.

Batman and Robin instinctively whipped around with batarang's in hand ready to take down whatever had frightened the young alien so badly.

Cyborg was on full alert also with his now transformed arm cannon waving about the area aiming for whatever had scared his teammate. But after a full minute of nothing happening and confused looks appearing on everyone's faces they group relaxed, they all gave Starfire questionable looks and she only smiled embarrassingly in response. They were all about to continue their important search when Beast Boy noticed something out of the corner of his green eye, he tapped Robin on the shoulder and gestured for him to shine his light down by Starfire's foot. The Boy Wonder did so and the group noticed a rather large rat scurrying away from Starfire's pair of purple boots, Raven literally face palmed whilst Robin moaned and Cyborg sweat dropped. The Dark Knight shook his head in a frustrated manner before turning on his heel and proceeding down the long tunnel ahead of them.

The rest of his followers joined him in silence but it didn't seem to last long as Batman spotted something up ahead of him, he held up his right arm telling the team behind him to stop. Robin noticed the signal and turned to keep his friends silent, they did as he said and Robin turned back to look up at the Batman.

"What do you see?" Dick asked in a low whisper trying to not to make too much noise as Bruce remained perfectly still with his white eyes fixed on a certain spot in the never ending darkness before them.

"An unknown civilian… he's just standing there, I'm not even sure he's knows where he is" Batman said before he told Robin to stay where he was and prepare for anything. Batman left his protégé's side and slowly approached the man in the darkness of the tunnel.

The man was stood not directly looking at the Dark Knight but not facing away from him either, he held a docile expression and looked as if nobody was home. His eyes were glazed over and a spot of saliva protruded from the corner of his mouth, it was obvious he was one of Ana's Hive but the question was what was he doing away from her nest?

As the Detective closed the distance between the two he noticed the man hadn't moved an inch since he had set his eyes on him, it wasn't until he was a few feet away from him that Bruce realized his own mistake.

"It's an ambush!" Batman shouted turning away from the man and bolting back towards his partner's team. Unfortunately the motionless man suddenly sprang to life and grabbed a firm hold of Batman's billowing cape, the rate Bruce was moving and the sudden anchor the man's grip presented Batman was yanked back onto his behind while three men suddenly appeared form the shadows and tried to attack him.

Bruce rolled backwards and into a crouched position avoiding the first man who fell straight onto his face smashing his nose on one of the metal train lines, the second man was stockier than the first and came at Batman wildly swinging his fists through the air. The Dark Knight anticipated his movements and dodged a blow directed at his jaw smacking the man straight in the stomach, the drone keeled over in pain and Batman brought his elbow up cracking the man in the chin sending him flying onto his back and into unconsciousness.

Batman stood and noticed he wasn't the only one being attacked, just within his field of vision he could make out the Titans being attacked by a large group of drones but they seemed to be holding their own against them. Bruce shook his head and remembered he was in the middle of a fight as he felt the sudden rush of wind by his head; he moved his head backwards and avoided a fist but unfortunately didn't react fast enough to dodge a kick from behind. The kick hit him in the back of his knee and he was sent low to the ground, he didn't spend too long dwelling on it however as the man in front of him tried to throw a kick of his own at the Caped Crusader. Bruce caught the leg effortlessly and threw the man backwards onto the floor, he was about to address the man behind him but was surprised when he was grabbed from behind.

The man was definitely smaller than him but he wouldn't let up on his grip around Batman's torso, Bruce pushed his body backwards and slammed the man into a wall using his back. The man let out a shrill cry of pain before crumpling to the ground knocked out cold, Batman frowned out of habit as he hated hurting innocent people. He turned back to face the direction of the Titans and could make out that their fight was also over, he was impressed that they ended it so quickly as they were hard pressed for time and in their current situation couldn't afford the distractions.

The group of super teens approached the Batman and saw the four men lying sprawled out in the subway tunnel.

"Good job" Robin said reaching up to pat Batman on the shoulder.

Batman raised an eyebrow but his mouth twisted into a small smile, "So you're congratulating me now?" he asked the teenager sceptically.

"Hey all I said was good job, I was worried your time fighting space aliens and giant monsters made you go soft" Robin said tilting his head towards his adoptive Father.

"You're one to talk, at least I know all of that training didn't go to waste" Batman said unaware that one of the group had found something rather interesting.

"Uhh guys, if you're done complimenting each other I think I found something important" Raven said placing one of her delicate pale hands on the metal door.

"Hey do you think that's where those dudes came from?" Beast Boy questioned curiously as he joined Raven at the door inspecting it intently.

"I suppose, where else could they have come from? People don't just appear out of thin air" Cyborg said grabbing the door with both of his metallic hands and putting all of his artificial strength into a mighty pull.

The concrete cracked under the pressure of his pull and the steel door bent slightly, the cybernetic teen placed the door on the floor of the subway tunnel and joined the rest of the group as they peered inside interested in what they would find.

Metropolis- The Hive- Beneath Central Metropolis

"Things are going as planned" the woman said once again looking at the large holographic map of Metropolis, her master plan was in motion and it was only a matter of time before she had her insect utopia.

"I'm surprised by how wise they're decisions are, it looks like the Justice League have more jurisdiction than I thought but that doesn't change anything. It only speeds things up for us, darling" Ana said lovingly as she began stroking the Man-Spider-'s hair once again.

He made no protest but small gargling noises began emanating from his jaws, at first she thought it was merely the excess saliva he was producing but when he let out an ear piercing screech her golden eyes widened in horror. The Man-Spider's large frame began thrashing about the makeshift laboratory with all six of his arms swinging wildly and rapidly, his two forearms came up to his head to grasp it at the sides and he began shaking in pain.

"No… what's happening to you? You're supposed to be mine" Ana breathed out as blood began leaking from every orifice on his monstrous face, she knew what was happening though. The mutation was breaking down, it was being rejected by his body. Ana didn't think he was strong enough to turn away from it but he was proving otherwise, the Man-Spider suddenly collapsed in the middle of the room in a pool of his own blood just lying there gargling.

Peter didn't know what was happening to him, he didn't know why he was dying for a second time but he was in so much pain. His body couldn't take much more but as he lay there dying once again visions of his old life flashed through his mind, mages of him and a beautiful young red-head just stood by some lockers in a high school talking. They were laughing and having so much fun and Peter remembered her as Mary Jane Watson, the girl he fell in love with. Thinking about it now it seemed stupid to claim he loved someone at such a young age but there was no question he still felt it, maybe now he could just be a peace and not have to move on. He figured one life was enough but two was just plain greedy.

Another image lit up his memories as one half of the duo that raised him appeared, his Aunt May looked at him always with that tender caring smile and told him she loved him so much before he went to school. He said it back but most of the time he took it for granted, like he knew she would always be around no matter what. He just didn't think he'd be the first one to go.

_I love you Peter_

Peter wanted to say it back so badly but the most he could manage was a butchered attempt at the words, finally his eyelids gave way and fell. All four of them not being able to lift themselves up anymore, he just wanted to go to sleep and be with them.

"No… no… Davies said you could accept the mutation… he promised… somebody do something!" Ana screamed as she crawled through the blood on the floor to be by his side.

A single drone appeared almost as if from nowhere happy to please her in any way possible, he held up his hand and waved it over the large fallen body.

"His life is terminated, Majesty" was all he said with dull lifeless eyes.

Tear streamed from Ana's eyes and rolled over her cheeks, "No… no… no" she whispered sat on the floor in the pool of her love's blood.

Though her grief didn't last long as her expression turned from one of pure distress to one of pure rage, "No. You lied to me, Jerry" she said ominously before letting out a horrible wail smashing all glass objects in the immediate area. The Professor's glasses shattered and the shards fell to the ground as he was still hung upside down trapped in an organic cocoon of her own creation.

Not too long after she screamed the roof began to rumble slightly, Ana seemed to forget that they were still underground and even the slightest bit disturbance could cause the ceiling to give out at any moment. She began shifting through the small amounts of rubble that had fallen and used a line of exposed wire to pull herself to her feet.

"Ehh… prime the device, drone… ten minutes, on my mark… then we detonate" she ordered getting an immediate reaction from the drones that had been charged with protecting the bomb.

Now that her future husband had passed the plan had been altered, it wasn't a big change but now she would have to detonate the bomb sooner and spend her days as Queen of her new insect utopia without a King by her side.

* * *

Metropolis- Entrance to the Hive- Beneath Central Metropolis

The ceiling shook violently and a loud unbearable screech shot through the small hallway making everyone react by covering their ears with their hands, the group of heroes had entered the lair of the Queen and were making their way deeper into the hidden stronghold but were halted in their tracks by something horrible.

"Yo, did anyone hear that scream?" Cyborg questioned through gritted teeth as his processors were picking up the earth shattering sound.

"How could we not hear it? I think my ears almost fell off" Raven sarcastically answered rubbing both of her ears with her pale hands.

"It's her, I can recognize that awful sound anywhere. But if she's protected down here then what is she screaming at?" Batman said quietly backing up against a wall gesturing to the others to do the same. Just as they did so a couple of drones marched past in perfect synchronization but failed to notice the heroes in the shadows.

"You don't think Spider-Man got free, do you?" Robin finally asked after waiting for the drones to completely leave the room.

"Even if he did he wouldn't stand a chance against her, the connection between them is too potent. In close proximity all he is to her is a puppet she can work, we just need to find a way to severe the strings" Batman said easing his way from the room into another hallway altogether. The place was a like a maze, even more so than the series of subway systems they had travelled through. Batman knew it was made that way for a reason, Ana and her drones could traverse the nest easily as they all shared one big intricate web of information between them but human intruders or alien for that matter were a completely different story altogether.

"Do you think he'll be okay when we get to him?" Raven said absent mindedly but only just caught herself when the other Titans gave her a confused look.

"What do you care? We only just met the guy" Cyborg said sticking close to the Batman, he didn't like cramped or wet places and this one was both so one could imagine his unease in a situation like that.

Raven's pale cheeks began to slowly glow a low shade of pink, she had no idea what brought about her sudden concern for the stranger but it just slipped out. He was a really nice guy and seemed to not be that much older than Cyborg, plus he was pretty tall and that was something Raven had always been attracted to. She briefly remembered her and Starfire's behaviour when they met the first Aqualad; they acted completely immature like two schoolgirls with a crush. But he was pretty tall and mysterious too, the Titans knew little about him. Robin didn't even know a lot about him and Raven found that fascinating, this was certainly the case when she met Spider-Man for the first time.

The man just seemed to waltz his way into their lives accompanied by the Batman too so they knew he could be trusted, the more Raven thought about it the more she determined the characteristic she liked most about him. It may have seemed odd but she liked his sense of humour the most, he was funny and could genuinely make her laugh with ease. During her time on the Watchtower however brief it may have been when Batman was asking around if anyone had seen Spider-Man she could tell he was relatively new, they replied with things like 'the spider-guy who makes all the jokes' or 'the red and blue kid who hangs around with the Flash' so they didn't seem to know him all that well.

That wouldn't be the case when all of the confusion and panic ended, virtually every hero was out there looking for any sign of him and they were already briefed about what he looked like and his traits and abilities. Raven was surprised to find out he had a danger sense he called a spider-sense, she immediately assumed that's how he sees danger coming even when he's not looking which was pretty handy when you weren't a bulletproof Kryptonian.

"Yeah but he seemed like a nice guy, who knows what that psycho is doing to him" Raven said with a tiny hint of anger in her voice. She hated it when innocent people suffered and there was nobody more innocent than Spider-Man, she found it unusual in a way though. He had only been in the public eye for just over a week and he was already right at the centre of a super villain's evil scheme, he must have just attracted danger.

Whilst Raven was lost in her own thoughts an ever present smirk was growing on Beast Boy's green features, he moved to the back of the group and looked up at her slightly.

"Wow Raven, I didn't think you'd be one to be all concerned about some stranger you have a crush on" Beast Boy said with his trademark snicker at the end of the sentence.

Raven immediately shot her gaze towards the teenage changeling, "I do not have a crush on him" she said through slightly gritted teeth.

"Oh come on, you're acing weirder than the first time we met Aqualad and you were all goo-goo eyed then. Back me up on this, Robin" Beast Boy said giving out an exasperated sigh.

"I'd prefer not to get involved and stop this woman before she causes a lot of bad things to happen, whatever she feels is none of your business Beast Boy. Do you remember how you acted around Terra?" Robin said not bothering to turn his head to look at his younger teammate.

Starfire's face immediately lost its happy go lucky attitude, it always did when somebody brought Terra in one way or another. Starfire treated Terra as a close friend much like how Beast Boy treated Terra, they preferred not to talk about her too often. Beast Boy occasionally brought her up every now and then in good spirit trying to remember the fond memories they once shared, Terra betrayed them and was thought of as an enemy for a time but ultimately redeemed herself when she saved the Titans lives by stopping Slade and protecting them from an active volcano.

She was thought to be dead for a short time but this proved false as she somehow survived the battle with Slade and was now attending a school feigning ignorance of her time with the Titans and even ignoring Beast Boy's pleads to return to the team. It was a tender subject to say the least.

"Whoa, dude. Don't you think that's a little below the belt" Garfield answered back to his team leader holding his hands up in a defensive manner, his facial expression changed from a playful one to somewhat agitated one.

"Well maybe if you got your priorities straight I wouldn't have had to mention it, just leave her alone and focus on the task at hand" Dick ordered falling in stride with the Dark Knight.

Beast Boy's head looked like it was about to explode but he managed to simmer down, "Sorry… I guess I can be a little immature at the wrong times" he said offering an apology Raven's way.

Raven remained silent before answering, "It's fine… but if you ever tease me again I'll morph you into a cockroach and step on you" Raven said with dry humoured tone. She was joking of course as they were close friends but sometimes Beast Boy couldn't tell when she was serious or not and it scared him.

"Oh… well I'm glad we could sort that out" he said with a nervous lopsided grin.

Batman noticed the exchange but that wasn't what he was most surprised by, he took note of Robin's attitude towards his team and it was much like his own towards the Justice League. Bruce was quite dumbfounded to say the least by how much Dick had changed since they last worked together, the Boy Wonder used to be known as the lighter half as the Dynamic Duo but Bruce was proud he had struck out on his own. It did wonders for the teenager as his level of leadership skill had increased tenfold and Batman respected him for that, sometimes though it was bizarre just how much of himself he saw in young Dick. Maybe that was the reason why he adopted him in the first place all those years ago.

* * *

Metropolis- The Skies of Metropolis- Over Central Metropolis

The skies were filled with countless heroes searching for one of the biggest threats that had presented itself in months, the only other recent time the entire line up of Earth's heroes came together was during the invasion of Darkseid's forces. They managed to neutralize the threat then and they were more than determined to do it again, ever since the invasion a particular Justice Leaguer had been back on full time duty along with his sidekick.

Pat Dugan AKA S.T.R.I.P.E didn't have any special powers unlike much of the Justice League and instead wore a self-made battle suit complete with a range of ballistic weapons utilities and the ability of enhanced strength and flight. He was flying alongside two of his fellow Justice Leaguers, one of which was his step-daughter turned superhero Courtney Whitmore AKA Stargirl.

Again like her step-father Courtney had no special powers but instead wielded a Cosmic Staff granting her the power of flight as well as the abilities to fire energy blasts and manipulate energy, she was also said to be a skilled hand-to-hand combatant.

The third flying hero wasn't even human, the crimson android known as the Red Tornado. Being an android enabled him to have far superior strength and stamina compared to that of a human but those weren't his most noticeable traits. Red Tornado had the ability to achieve flight and could also create concussive forces as well as cushions of air; he could also attract or repel objects and people. His A.I granted him above average intelligence, he possessed knowledge of every hero or villain on record and had strategies to neutralize if need be. The plans he devised were partly inspired by Batman's contingency plans to incapacitate any rogue superheroes of the League as the Red Tornado found the decision on Batman's part to be logical and correct.

The plans were recently devised and his memory banks briefly thought back to the rogue Flash incident, of course it wasn't really the Flash but actually Lex Luthor trapped inside his body. That didn't mean he didn't possess Flash's speedy abilities though.

"So any of you two know much about this 'Queen' or that Spider-Man kid we're looking for?" Pat questioned his two companions as they scanned the skyline of Metropolis and watched over the streets below.

It was all mostly quiet as around two thirds of the city had been evacuated, this was good news as it meant nobody would be around for the blast if they managed to fail but for all intents and purposes none of them considered failure an option.

"I don't know anything about this crazy Queen lady but I've seen Spider-Man on the Watchtower and in the news a couple of times, he's got a cute butt" Stargirl said grinning to herself as her step-father turned his robotic looking head towards her.

"Courtney, do you have to be so immature at a time like this?" S.T.R.I.P.E said rolling his eyes underneath the battle armour.

"What? I'm just saying the guy stays in shape that's all. Besides Mom said you could do with losing a few pounds" Courtney joked trying but failing to get a laugh out of Red Tornado.

"Well maybe you should tell him that when we find him… and your Mother does not think I need to lose a few pounds, in fact just the other day she told me that I have a cute butt" Pat said smirking to himself. His step-daughter merely stuck out her tongue at him.

"I don't have such a hero recorded on my data banks, perhaps I'll need to monitor footage of the way he fights for an appropriate file. What was his name again…? Spider-Man? Interesting… although a very simple and basic name for a man who possess the powers and abilities of an arthropod. Why not Arachnoid-Man or the Human-Spider?" Red Tornado piped in with his own opinion of the mysterious hero as he flew through the air with his blue cape billowing behind him.

Pat and Courtney exchanged looks of confusion before the latter spoke up, "This coming from the guy calling himself Red Tornado?" she said raising a sceptical eyebrow towards the android.

"… Touché" he simply stated.

"Still… does nobody find it strange the guy just shows up out of nowhere teaming up with the Flash no less? I've also noticed the way the big seven act towards him, they don't treat him like a colleague. They treat him like a close friend even though nobody's ever heard of the guy, do you think he just got his powers recently or something?" Pat questioned more to himself than the other two heroes accompanying him. None of it seemed to make sense but if the founding members of the League trusted him then the guy should be okay, after all it was rather hard to hide something from J'onn J'onzz and virtually impossible to trick the Batman.

* * *

Metropolis- The Hive- Beneath Central Metropolis

"We are 'go' for detonation, recalibrate for minus four minutes and counting" Ana ordered as she made her way from the dead body of her love interest walking out of the room.

"Give me a status report on the subway situation. Hold the perimeter and don't let anyone through" her voice once again commanded as several drones bowed before her marching off in perfect lines to do as she said. The room was now silent.

Everything was quiet and the room was dim, the crumpled form of a mutated Spider-Man lay on the ground with blood leaking from every inch of him. Suddenly though as if out of nowhere the body began to shrink, his extra appendages began to retreat back into his body and his fingers began to separate to form five digits on each hand once more. His blood red eyes slowly merged themselves bag together going from four back to the normal amount of two, the colour returned in them as a chocolate brown washed back into his sockets. Peter's teeth shrank and retracted back into his gums leaving him with a pure set of pearly whites once more, the fur seemed to fall off of his body revealing his bare skin to the cool air. Everything seemed to be mutating back to the way it was.

After a couple of seconds Peter's eyes shot open, he found he could breathe once again and silently laughed to himself as somehow he seemed to have avoided Death's cold grip for the second time in his life. He stumbled from the centre of the room and crouched by a nearby wall trying to gain his bearings and focus on what he was doing, suddenly though a wave of pain hit Peter's brain and he was forced to throw both of his hands up to his head to try and shield it from whatever was hurting him.

_Million voices in my brain, can't turn them off._

He grit his teeth in anger as the incessant voices just wouldn't stop, they were telling him random things but every voice spoke at once and spoke so fast that he wasn't able to tell what they were saying. It was like they speaking a foreign language but he couldn't make it out.

_Every old instinct is gone… no… different. Replaced._

Peter felt an odd yet familiar sensation on the side of his head, he pulled down his hands and brought them to his field of vision to see strands of webbing stretching from spinnerets of some kind on his wrists.

_No… better._

He pulled at the strands of webbing on the sides of his head and managed to tear it off of him, "Well that's a first" he said.

Ignoring the odd feeling of having organic web spraying out of his wrists he looked down at himself, he noticed he was still wearing the lower half of his costume but the torso section and his mask were missing. Peter figured he didn't need the upper half of his costume to save the day but his mask was a definite.

Suddenly Peter's spider-sense sprung to life and flashed through his skull, reacting quicker than he ever had in his entire life his legs launched him up onto the ceiling. Just as he was about to question why his spider-sense had gone off two drones entered the room and gathered some supplies from a nearby medical table, ignoring them he pressed onwards and silently tore a ventilation hatch off of its hinges. Peter crawled through the cramped shaft quickly and quietly not making a single noise, granted the shaft was a tight fit but he had been in tighter spots.

He came to an opening and covertly dropped down to the floor, he could hear Ana in the next room coordinating her drones for some kind of defence.

_Okay… just stay calm, Pete. There's bound to be an explanation for all of this. Lord, please let there be an explanation to all of this._

"I want our forces doubled at the perimeter, put all available drones at the wall! Stop them by any means necessary!" her voice screamed in a commanding tone, she seemed angry for some reason and Peter didn't really know why. The last couple of hours had been sketchy to say the least but he wasn't sure if he wanted to remember what she did to him.

* * *

The Other Side of the Wall

"Everybody take cover!" Batman yelled as he threw one of his incendiary grenades at the base of the wall. After the Titans had done what the Batman had told them he pressed a small button on his yellow utility belt, the wall was blown apart and allowed them to proceed straight into the centre of Ana's nest. That's where they would find the bomb and that's where they would find Spider-Man.

* * *

The Hive

Ana managed to take a step back as a small scale explosion blew a hole in the wall they were defending, drones were thrown over to the other side of the room and rendered instantly unconscious by the force. She was so distracted by the explosion that she barely noticed a half-naked shadow sneak by her.

"What was that?" she asked nobody in particular as they were all too busy trying to protect their Queen and the bomb she had made.

While her head was turned and focused on the spot the shadow had passed a small silent webline connected to a piece of red material protruding from her ample bosom, she noticed it at the last possible second as the webline whiplashed out away from her pulling the mask she had kept close to her heart along for the ride back into the shadows. Her golden eyes widened in shock and surprise as a half-naked very much alive Spider-Man appeared from the shadows.

"Now! Detonate the bomb now!" Ana screamed at the top of her voice to the two drones who were escorting the bomb to the middle of the room.

Moving faster than any of them could have anticipated Spider-Man was over to one of the drones in less than a heartbeat dealing a pulled punch to the jaw. The drone was thrown through a wall and Spidey curiously gazed at his hand swearing to himself that he definitely pulled the punch.

Ignoring it for the time being though Peter turned to face the Queen, "That was for all the messed up stuff you did to me" he said with a hint of justified cockiness to his tone.

"It's too late, Spider-Man. The bomb's still on a timer" Ana said getting over the small amount of shock she had experienced as her dead lover had returned from the grave.

"Okay then, how about we try one of these wires" Spidey said approaching a small panel on the bomb that looked like it was important.

"How about we don't. Let's see if you can die twice in the same day" she said in a threatening tone before she let out an all too familiar scream.

Peter was sent flying back skidding along the floor as he instinctively shot his hands up to his ears to block the noise out; he let out a painful cry as he noticed Batman and the Teen Titans fighting off a group of drones. He could feel the blood leak from his mask and drip over his hands, Peter tried desperately to reach over to the bomb until he noticed Ana was about to scream once again.

Instead of letting her though Spider-Man shot a glob of organically made webbing straight at her mouth, the aim was perfect and he had the element of surprise on his side. The gossamer hit its target as Ana's eyes went wide, she desperately tried to remove the webbing from her mouth but her efforts were proving useless as the webbing was far too strong for her to remove. Preferring not to waste any more time Spider-Man once again reached for the bomb's control panel and tore it off, the circuitry contained various wires and he could already feel the sweat start to drip from his brow.

_And suddenly, following a stream of new instincts I'm reaching out to every insect for a mile around me. I'm spinning a new kind of web, one designed for information._

He looked over to the group of drones who were being incapacitated by the Batman and the Titans and he could see the information they had to offer.

_There, inside the Hive mind. That's her weakness, the Hive betrays her own thoughts._

Spidey thought before pulling out the necessary wires he needed to be able to disarm the bomb.

_Yellow wire, followed by red._

After Peter disarmed the bomb he turned his white lenses to Ana herself, the look of defeat was evident on her face and her eyes widened. She was beaten and there was nothing she could have done about it but just as she was about to try and escape the ceiling of her nest began to crumble. All of the commotion and the fighting seemed to have proved too much for the old eroding construct and It began to fall, Spidey was about to try and save her but just as he was about to move his spider-sense lit up his brain.

Peter was given a 360 degree spin of the room and he managed to notice everything, his fellow heroes had knocked out most of the drones and apprehended them but they only just managed to notice the ceiling coming down on them. The look of fear was evident on the teens faces and while the image he was given was in slow motion Peter could see that Cyborg was already moving to cover his friends and protect them from the falling debris. Batman did the same as he pulled his cape over himself and moved to cover the Titans, it would seem that Peter was given a choice.

Save his friends or save the life of a psychotic woman who was hell-bent on wiping out human civilisation, while Peter hated the idea of letting anybody die the choice was made relatively easy for him and he had to go for the former. Springing from across the room and over to the group of superheroes Peter sprayed his webbing all over the place forming an organic dome of webbing all around the civilians and his friends. It happened in less than a second but even that gave him just enough time to save them all, the ceiling gave way and came down avalanching the underground laboratory in rock and concrete and various other heavy materials.

* * *

Metropolis- The City Streets- Central Metropolis

The noise could be heard many miles away by average ears let alone by the ears of Superman, he picked up some kind of explosion and what sounded like a building coming down. The Man of Steel was with Wonder Woman and the Flash at the time and immediately reacted to the noise as they started to head in the direction it originated from.

It didn't take them long to get there and when they did they were more than surprised, an entire street had crumbled away along with cars and other vehicles previously occupying it. The heroes got to work in an instant using their strength or in Flash's case speed to sort through the rocks and debris to find whatever had caused the street to give way.

After about five minutes of searching the area suddenly began to crumble as a giant bolder was lifted up from the ground and rolled away, the trio of League founders approached whatever it were that had moved the boulder and were surprised to find a half-naked Spider-Man along with Batman and the Titans who seemed to look rather shell shocked about the entire situation. They had a small group of civilians in their midst who were slowly beginning to come to and Superman's face grew stern.

Spidey glanced up curiously at the Man of Tomorrow hoping to get a congratulations from him, "Hey Superman… what's up?" he said not being able to think of anything to see at a moment like the one he was in.

"You have got a lot of explaining to do, Spider-Man" Superman told him with a hint of frustration in his voice.

Spider-Man chuckled nervously as more and more heroes began to fill the area as they too had heard the commotion from some distance away, Flash tilted his head to the side looking Peter over.

"Uh dude… what happened to your shirt?" Wally questioned his friend curiously thinking why he would be shirtless at a time like this.

"Trust me man, you do not want to know" was the only answer Peter could give as his search of his brain couldn't even turn up a genuine explanation that any of them would believe.

Superman continued to stare at him with folded arms and an expression that wanted answers but Peter literally didn't know what to say.

"What!? Are you gonna take away my Justice League membership card?" Spidey decided to quip but ultimately regretted it as it didn't earn any laughs and failed to break the incredibly awkward silence.

"Okay fine, I messed up big time. But if you're just gonna keep staring at me all night could you at least get me a sweater or something, it's really chilly" Peter said as Clark merely sighed and the Flash merely smiled.

* * *

**Author's Note: **Tune in next time as Spidey has to explain what went down in the Hive to the founding members of the Justice League and also Batman seems to have a special mission for Peter which involves him travelling to the Big Apple to investigate the disappearance of a scientist at the New York branch of S.T.A.R labs.

As you may have realized Peter's transformation has given him incredible new abilities, here's a list of his new upgrades.

**Wall-Crawling: **Spider-Man's exposure to the mutated spider venom induced a mutagenic, cerebellum-wide alteration of his engrams resulting in the ability to mentally control the flux of inter-atomic attraction (electrostatic force) between molecular boundary layers. This overcomes the outer electron shell's normal behaviour of mutual repulsion with other outer electron shells and permits the tremendous potential for electron attraction to prevail. The mentally controlled sub-atomic particle responsible for this has yet to be identified. This ability to affect the attraction between surfaces is so far limited to Spider-Man's body (especially concentrated in his hands and feet) and another object, with an upper limit of several tons per finger.

However this ability isn't just limited to his hands and feet as Spider-Man can make anything stick to any part of his body just by thinking about it, he can even stick his mask to his face to help keep his identity a secret.

Spider-Man prefers to call his wall-crawling ability 'stick 'em powers'.

**Enhanced Superhuman Strength: **Due to his recent mutation at the hands of the Queen Spider-Man's already incredible strength has been increased from being able to press lift approximately 10 tons to a superior 30 tons. The reason why his strength has improved so much is that although he rejected the mutation his body has still been changed enough to grant him the powers of a fully matured adult spider.

**Enhanced Superhuman Speed: **Previously being able to catch up to speeding auto mobiles Spider-Man's speed has been increased allowing him to run up to speeds of 200 miles per hour, this power will rarely ever be used as he prefers travel via web-slinging although he will use it if necessary.

**Enhanced Superhuman Stamina: **This allows him to exert himself physically for much longer periods of time before fatigue begins to impair him. At his peak, Spider-Man can physically exert himself for a full day before fatigue begins to impair him.

**Enhanced Superhuman Durability: **Spider-Man's body is physically tougher and more resistant to some types of injury than the body of a normal human. His body is more resistant to impact forces than anything else. He can withstand great impacts, such as falling from a height of several stories or being struck by an opponent with super strength, that would severely injure or kill a normal human several times over with no discomfort. Spider-Man must roll with punches thrown by people without similar strength or durability to avoid severely injuring them or even killing them.

**Enhanced Superhuman Agility: **Spider-Man's agility, balance, and bodily coordination are all enhanced to levels that are far beyond the natural physical limits of the finest human athlete. Spider-Man is extraordinarily limber and his tendons and connective tissues are now five times as elastic as the average human being's, despite their enhanced strength. He has the combined agility and acrobatic prowess of the most accomplished circus aerialists and acrobats. He can also perform any complicated sequence of gymnastic stunts such as flips, rolls, and springs. He can easily match or top any Olympic record at gymnastics apparatus such as flying rings, climbing ropes, horizontal bars and the trampoline.

**Superhuman Equilibrium: **Spider-Man possesses the ability to achieve a state of perfect equilibrium in any position imaginable. He seems able to adjust his position by instinct, which enables him to balance himself on virtually any object no matter how small or narrow.

**Enhanced Superhuman Reflexes: **Spider-Man's reflexes are enhanced even further as his body is forced to react to his spider-sense now and it is no longer something he can override, this allows him to dodge any and all attacks sent his way and reacts so fast that he can dodge gunfire at point-blank range. His reflexes have been enhanced to the point where they are 150 times faster than the average humans.

**Enhanced Regenerative Healing Factor: **Spider-Man's healing factor has been increased to the point where he can heal for almost any injury, even severe ones in a matter of hours instead of days.

**Foreign Chemical Resistance: **Due to his accelerated metabolism, Spider-Man has a higher tolerance for drugs and diseases than normal humans, and he can recover from the effects of larger doses rapidly. His resistance and recovery time to other toxins and diseases varies, but is typically significantly higher than normal. Spider-Man's unique physiology can even allow him to recover from the effects of vampirism.

**Enhanced Spider-Sense: **Spider-Man possesses an extrasensory danger or spider-sense which warns him of potential immediate danger by the manifestation of a tingling sensation in the back of his skull, and links with his superhuman kinesthesis enabling him to evade any attack sent his way. The precise nature of this sense is unknown. It appears to be a simultaneous clairvoyant response to a wide variety of phenomena (everything from falling safes to speeding bullets to thrown punches), which has given several hundredths of a second warning, which is sufficient time for his reflexes to allow him to avoid injury. The sense also can create a general response on the order of several minutes: he cannot discern the nature of the threat by the sensation. He can, however discern the severity of the danger by the strength of his response to it. Spider-Man's spider-sense is directional and can guide him to or away from hidden weapons and enemies. Sudden and extreme threats can cause his spider-sense to react with painful intensity. Spider-Man can also sense and dodge attacks directed randomly or by an artificial intelligence. Using his spider-sense to time his enhanced reflexes, Spider-Man can casually dodge attacks up to and including automatic-weapons fire at point-blank range.

His spider-sense is sufficiently well-linked to his reflexes to the point that a threat can trigger them even when Spider-Man is asleep or stunned. The spider-sense does react to those who Peter does not consider to be a threat, such as the Flash or any of his other friends. Spider-Man's fighting style incorporates the advantage that his spider-sense provides him. His body begins to produce more adrenaline after the sense is triggered, an extension of the 'fight or flight syndrome.'

In the past Peter could choose to ignore his spider-sense when it warned him of immediate danger but due to his mutation that is no longer an option.

Peter's spider-sense has improved, creating a psychic alignment with his environment, specifically a more empathic and sympathetic relationship with spiders and insects to the point where they are psychologically attracted to him and are calmed by his mere presence much in the same way Wonder Woman can calm any beasts temper.

**Night Vision: **Spider-Man has received the ability to see in pitch-black darkness.

**Biological/Organic Webbing Generation: **Spider-Man has also been gifted with the ability to organically produce his own silk webbing from glands within his forearms, limited by his body's health and nutrition. These organic webs have many of the same properties as Spider-Man's artificial webbing, so he will have no trouble utilizing them, though they require a week to decay rather than two hours. The silk is released through a spinneret near each wrist containing a central web spigot orifice used for web-slinging and drag lines, supplemented by several radial minor spigots for other types of webs connected to specialized glands.

His new organic webbing is twice as strong as his artificial webbing with it being able to hold 35 tons in weight provided he is healthy enough to produce the sufficient amount to achieve this. As it is his own webbing he is producing Spider-Man remains immune to the effects of it which means it does not stick to him or any part of him like it would a building or another person.

******Psychological Awareness of Environment**: Spider-Man has received psychological awareness of his environment as a whole, allowing him to traverse across any environment without fear.

**Vibration and Air Current Sense via Hair and webbing:** Along with night vision, Spider-Man has gained superhuman sensitivity via touch, allowing the hairs on his body to sense air currents around him and vibrations via his webbing.

* * *

And there we have it, the full list of he abilities Spider-Man already possessed and his enhanced ones via the genetic mutation. If you've read through them and you think they seem a bit excessive please bear in mind that this is the DCAU, the universe that contains a man who is virtually unkillable (Superman). I just thought it seemed fair to give Spider-Man some enhanced powers as he is severely underpowered when compared to the Justice League.

**Another Author's Note: **If you've read the chapter then you'll know that it was revealed that Ana was pregnant, now I don't want to reveal too much but I feel as though some of you aren't going to understand how this happened or whether or not it is Spider-Man's baby. I'm just going to clear that up right now so nobody walks away from this chapter utterly confused.

Now some insects can have offspring asexually or sexually but in this instance Ana was having it asexually therefore it did not belong to Spider-Man but due to the fact that Ana and Spider-Man are virtually the only ones on the planet in their distinct category she wanted the Father of her child to be Spider-Man. Now one reader has already said that Spider-Man wouldn't just be al right with everything that's happened to him and I totally agree because when he reverted back to normal he barely remembered what happened to him and stated that his mind drew a blank for the past several hours but it can also be reasoned that his newly enhanced spider-sense won't let him remember those things to protect him as the scientist revealed Ana was pregnant by the time he had already transformed. He can still remember things like his past life and what he did the previous week because it was before his transformation and he is already fully aware of things like his death at the hands of the Green Goblin.

I hope that is a sufficient enough explanation to any qualms anybody else may have as I've tried really hard to plant Spider-Man deep into the DCAU and make it really feel like this could actually happen.


	9. Playing In The Shadows Part I

Okay first things first, I'm sorry if I took too long with this chapter but unfortunately my Great Aunt recently passed away and I haven't really felt like writing much but I wanted to get something out before Christmas so I tried to finish this as quickly as I could.

This chapter is kind of a feel good chapter as it's so close to Christmas now and I was in a somewhat good mood, which reminds me Merry Christmas to all my readers.

I've only responded to reviews containing real questions as the last chapter received a rather large bunch and I don't want to take up a lot of time answering too many of them.

**Exile037: **I haven't really fleshed out an idea yet and I'm definitely not sure which chapter he's going to be in yet but I do have a pretty good idea of how and why he would make an appearance and it may be a part of Peter finally accepting his life and moving on but I'm not really sure about that so I can't promise anything yet.

**D3ADP0OL. N00bZ: **I'm glad you enjoyed the chapter man and I see you've changed your pen name, nice choice going with Deadpool. You can bet there will be painful memories but also thrilling memories too although you won't see that until the next chapter, read on to find out why.

**Brad W: **I respect your opinion but I just thought that it would be an interesting change to see Peter have to deal with on top of everything else and don't worry, his mechanical web-shooter will still play a role in the story later on.

**Paperman0: **Well thanks for the review, I'm trying to tackle Peter's and Raven's relationship as it comes and I am thinking about having Peter bounce between each team since his 616 counterpart does that in the comics with the Avengers, the New Avengers and the Future Foundation. And I will be trying to strengthen his bond between all characters including Shayera so don't worry about that.

**Guest: **He won't be getting stingers or venom blasts but may develop some other smaller abilities as time goes by.

**bh: **Spider_man won't be able to completely control them as they have minds of their own but they will try to protect him if they sense he is in any danger.

**Matrix X: **I honestly have no idea but it may be a possibility later on in the story, who knows.

**Jack Grey Logan: **I hear where you're coming from and I have to admit I already have an idea of a sister figure he is going to need to take care of although it won't be Ace and she won't be as young. I won't lie as the idea you pitched is a really great one but I can't do it because this story is set after the events of the cartoon series. Think of this as an unofficial continuation, I wouldn't want to change the storyline of Ace anyway as when she died Batman stayed with her right up until the end and it really touched me when I watched the cartoon.

I wouldn't really want to take that away from Batman as that was his relationship with her but I will be introducing a complication Peter will have to sort out in the future.

A huge thank you to all of those that have reviewed, faved and followed this story so far it's really amazing that so many of you enjoy it! Have a Merry Christmas!

**Disclaimer:** I do not own Ultimate Spider-Man, Justice League Unlimited or the Teen Titans in any way shape or form. I also don't own any other show I might decide to write into this.

* * *

**Playing in the Shadows Part I**

Earth's Orbit- The Watchtower

It had been exactly one month since the whole 'Queen' incident and Metropolis as well as its neighbouring cities were still reeling from the effects of the woman's twisted plans, it was still pretty major news around the world and understandably so but everyone seemed to be getting back into the motion of things. Christmas, Kwanza or Hanukkah, was less than a few weeks away and everyone soon swung into the holiday with open arms. The Watchtower had lights streamed through the corridors on every level coupled with green tinsel twisting around them, small Christmas trees were scattered through the space station with the biggest one placed comfortably in the cafeteria for all to see.

Peter was sat in his own room on the superhero base and he couldn't help but feel a little cheery despite his depressed demeanour, the new world he had been thrust into was so unlike his own it almost felt like one giant hazy dream he was experiencing. The heroes greeted each other warmly with a Merry Christmas or a Happy Holidays and it made the brown haired man want to beam, Christmas was his all-time favourite time of the year and he thought the fact that he was a native New Yorker contributed to it hugely. But despite the atmosphere of the Holidays his mind dwindled to his past life, mainly the need to be with his family.

He never showed it but most of the time he felt angry, so full of rage that he just wanted to smash things. Now he kind of understood why it was so hard to calm down the Hulk whenever he went on one of his stupid rampages but no matter how hard he joked or forced his feelings beneath his surface they always came crashing back hard each night. Namely in the form of nightmares or flashes of his memories with his family, his Uncle Ben putting the star on top of the Christmas Tree and then taking Aunt May in hand as they waltzed through the living room. Every time he thought of it he felt calmer but still a little pent up, a lot of people took their own lives around the festive season and now he felt he partially understood why on some level.

Maybe because they felt alone or unloved, he didn't feel unloved but he sure as hell felt alone. But underneath all of the pain and sadness he felt cheated, Peter couldn't escape the thought that he felt cheated out of his own life so somebody else could take his place.

_Maybe I should never have put on the stupid mask._

He thought as he played with the synthetic fabric of his new one, he felt the new costume represented him well. The colours were darker and the spider symbols were sharper, more intimidating. The overall design had changed but nothing too extreme, he wanted to keep it traditional and he felt the best way to do that was to keep the colours and the web pattern. The eyes were scarier too, he hadn't really taken much time to fully notice it but they were pretty frightening. They weren't as wide as his old ones but he didn't want to change them that much, he just perfected the sleek design he had aimed for the first time around.

Peter silently laughed to himself as he sat on the floor leaning against his bed, he was staring at his mirror as he felt memories flood back of how he was treated on his old Earth. He didn't like to think about it too much but compared to the way everyone treated him on the Watchtower and public opinion of him the difference was incredible. He felt equal, he felt amazing.

For the month that had been spent cleaning up the fallout from the 'Queen's' evil scheme Peter hadn't been issued with a lot of things to do. The League didn't blame him for what happened and weren't treating him any differently but they still wanted an explanation as to what went on while he was missing but the fact of the matter was that he couldn't remember.

At first they didn't accept the answer, they told him to try and think harder but then J'onn intervened telling his fellow Leaguers that Peter was indeed telling the truth. The boy couldn't remember, apparently something was blocking Peter from accessing his recent memories. The initial reaction was magic or a spell of some kind but J'onn told them it wasn't an outside presence or influence, Peter's mind was protecting itself.

All eyes turned to Batman when they had heard the explanation as to why Peter couldn't recall the events that transpired during the whole fiasco and he simply replied with an 'I suppose it's possible'. Bruce went on to explain that the reason why his mind was reacting the way it was, was because the memories were so damaging that they could cause his mind to fall apart given the fact that Peter had already died. Any more mental or emotional stress would have horrible consequences for his mind, the answer seemed good enough and Peter was congratulated for his actions in disarming the bomb and saving the lives of his fellow heroes.

He felt sore though, the Dark Knight had assessed any changes within Peter's molecular structure and the results were a little disappointing. He had Peter wired to some sort of machine like a science experiment, Bruce told him it isolated foreign DNA and would look for anything that was out of the ordinary.

As Bruce took a closer look down the microscope at a small sample of Spider-Man's blood they had taken he tried to see if anything had changed. He told Peter his blood cells were coloured red and blue with a slight tint of green, Peter told him that was fine. His blood had changed ever since he got bit by the spider but they were looking for more recent changes, unfortunately though none were found. His cells remained the same as they were the day he obtained his powers but that didn't mean they were any less interesting.

So because they couldn't find any alteration on a microscopic level Batman decided to see if the changes would surface through his abilities, the experiments proved a huge success.

Virtually every one of Peter's amazing abilities had been enhanced hugely, his strength was at an all-time high as he was able to tear apart robots designed to test the strength of the heavy hitters in the League. His agility and durability had been boosted to incredible levels as he could move faster and take more damage than ever before. Two of the more obvious changes were Peter's organic webbing and the change in his muscle density, the stronger than steel silk came out of spinnerets in each of his wrists and was much stronger than his artificial webbing and his physical stature had grew from lean to stacked and athletic. Every one of his muscles had been increased giving him a stronger more physically intimidating look, now he actually looked like a force to be reckoned with.

His extrasensory danger sense had been enhanced to the point where he was able to communicate with spiders and insects and he was also given complete environmental awareness, while Batman was intrigued Peter couldn't help but feel a little bit weird. Just the mere thought that he had even greater power meaning greater responsibility came with it made Peter's head hurt.

So he trained with Bruce trying to use his abilities in the most effective ways possible without being too careless or reckless, the last thing he wanted was to kill anybody with his enhanced strength. Peter had to learn to pull his punches with even greater restraint than he had done previously but he figured if Superman and Wonder Woman could do it then so could he. Bruce had even offered to teach him some martial arts and while Spider-Man had some of the basics down pat he just felt like going with the flow, he told Batman that was the way he fought. He let his spider-sense and agility guide him and then when the time was right he attacked, Peter told the elder hero that he was used to fighting people much stronger than he was and was almost always outnumbered when it came to fights. Bruce had shared similar experiences though and told him that no matter how strong somebody was, there was always somebody stronger.

But after one of his training sessions with the Dark Knight, Peter was greeted with a rather familiar face. A young pale girl wearing a dark blue cloak, he quickly recognized her but wasn't really expecting a visit.

* * *

A few weeks ago…

"Hi" Raven simply greeted looking up into his white eyes.

"Uhh hey… Raven, what brings you up here?" Peter said surprised by the girl's presence. They were stood in one of the many insanely clean corridors of the Watchtower and Peter had just worked up a huge sweat in one of Bruce's obstacle courses designed to keep speedsters on their toes.

She was silent for a moment and looked him over once, for some reason he felt and looked different. She didn't know why but he looked more filled out and the more she thought about it the more she noticed every bit of him looked harder than steel and he wasn't even flexing. Peter tilted his head to the side as he noticed she was looking at him weirdly, he cleared his throat and Raven was quickly jolted back into reality. The blush was evident on her face but she had no idea why she acted so strangely around him, she tried to hide her pale features in the shadow her cloak cast as she spoke up once more.

"I just wanted to thank you for helping us out in Metropolis" she droned trying to regain her composure in the young hero's presence.

"Just for helping you out? Didn't I stop you all from being crushed by a couple of tons of debris?" Spidey stated with a catch of dry humour in his throat.

The purple haired empath rolled her eyes, "We would have been perfectly fine if you didn't intervene. I just thought I was being nice by thanking you, I can take it back if you want" Raven stated with her arms folded over her chest smirking slightly.

"No no… Don't mention it, I'm just glad none of you were hurt" Peter said rubbing his neck wearing an earnest smile although she couldn't see it through his mask.

"Likewise, she didn't do anything to you did she? The Queen… I mean you're not hurt or anything?" Raven said trying not to sound too concerned for his well-being, she had only just met the man a few weeks ago. But she couldn't deny that for some strange reason he occasionally popped up in her thoughts and she didn't know why yet, perhaps she was going through some kind of phase.

"Me? No… I'm fine, thanks for the concern. So did you come all this way just to thank me or are you visiting someone or exploring this place or…?" Spidey trailed off after listing possible reasons as to why else she was there. He wasn't entirely sure of what he was doing but what else was new.

Raven had to mentally face palm, "I didn't really think about it. I guess I'll just be going now" she stated before she turned to walk in the opposite direction with a slightly embarrassed look on her face. The mere thought of travelling all of that way just to thank someone now sounded stupid in her head, she hadn't told any of her teammates she was taking a trip up to the Watchtower because for some reason she didn't want them to accompany her.

Peter felt dumbfounded and couldn't stop himself from reaching his hand out and touching her cloak covered shoulder, the mysterious girl instantly stopped in her tracks before turning to face him. Raven once again felt a small spark shiver through her entire being and it intrigued her, she had never felt more curious and confused in her entire life but she would be lying if she said she wasn't excited.

Spidey instantly found himself racking his unreliable brain for any words to say to her, he was stood there with his hand on her delicate shoulder and he couldn't think of anything to say. The guy had to admit she had nice eyes, he was still a little confused as to why she covered up her features so much though. As far as he was concerned she was a very beautiful girl, it wasn't every day an extremely attractive girl just came up to him and talked to him. Of course he kind of felt it was due to his alter ego that girls found him interesting, he remembered how the Black Cat reacted when she found out he was just a kid. It wasn't Peter's fault or anything but for some reason he felt awful, that was far from the case now.

"I… uhh… maybe thought you'd wanna get something to eat? You know if you're not too busy that is?" Peter asked finally finding the words come out of his mouth.

Raven was surprised and didn't really know how to respond, she had never been asked out by a boy let alone a man in their line of work. Boys didn't scramble to go on a date with her, Starfire was regarded as the pretty one in the Teen Titans. Most people feared Raven even though she protected them, she had a lighter side but she just rarely ever showed it. But even she had to admit that the attention was nice every once in a while and this was only confirmed as her cheeks burned a bright pink and her eyes lit up her complexion for a brief moment.

"I am pretty hungry but I… I mean… would you happen to know where the cafeteria is?" she said finding it hard to express her feelings through words. She just decided to remain neutral as it was just getting something to eat, it wasn't anything special.

"So… is that a yes?" Peter reluctantly asked.

Raven simply nodded giving him a small smile and with that Spider-Man led her to the cafeteria on board the space station.

He showed her to a seat while he got them both an order of fries to share, apparently she wasn't too hungry. Raven began eating the fries one at a time while Spidey tucked in bringing a handful to his mask before pulling the fabric up resting it on the bridge of his nose, the empath stared at him curiously as this was the first time she had seen any indication of his facial features. She was a little worried at first whether or not he was human underneath that mask of his but a clean set of pearly whites and a sharp nose put her fears to rest.

"So… what made you want to become a superhero?" Spidey asked her from across the small table for two after he swallowed a bunch of fries.

Raven began absent mindedly fiddling with her dark blue cloak, "Well… it's a little complicated. I'd prefer not to get into any of it" she muttered before lowering her gaze from him to her hands.

"It's alright, I understand. We don't really know each other that well, you can tell me whenever you're ready" Peter said reaching his arm over the table and placing his gloved hand over her own two hands.

She smiled at the contact, "Thanks… what about you? Do you have any reason to be dressed in spider spandex?" Raven said sarcastically letting a small smirk grace her lips.

"You have no idea" he said not wanting to sour the mood by telling her why he did what he did.

Peter asked her about her daily life with the Titans, he was curious to learn about her as she was a very unique girl. She asked him about his powers and why he did what he did, he simply told her he felt he had a responsibility to help those in need. Raven admired his honesty and selflessness and genuinely enjoyed his company, it wasn't everyday a guy asked her out even if it was just to get something to eat. Peter even showed her the spinnerets on his arms when she inquired that he wasn't wearing his web-shooters, she wasn't grossed out by the fact that he made his own webbing now but more so intrigued. The girl couldn't help but laugh in the back of her mind as she was so perplexed by a man with no face, the only features she found familiar were his two really large white eyes.

Unfortunately though the time they spent together didn't last too long as Raven's Titan Communicator went off alerting her to a problem back in Jump City, she excused herself albeit a little hesitantly but was surprised when Spider-Man asked if they could hang out again sometime. Although Peter felt a little disheartened when she didn't really give him an answer but more of a mixed statement of maybes, he figured she just needed some time to think it over.

What he thought was partly true though as Raven couldn't give a definite answer because she was confused why someone was showing so much interest in her and why she was returning the feelings. Whenever any emotions surfaced she normally buried them deep within herself, it wasn't the fact that she couldn't feel them but more so that they had a knack for sending her powers for a loop. It was frustrating to say the least but the man had managed to scratch the surface and was causing her to rethink her approach to her powers, she figured maybe a few hours of meditation would aid her troubles.

* * *

Present…

Back in Peter's room he silently smiled to his own reflection, he suddenly found himself wanting to see the girl again but felt like he wasn't allowed to. He felt as though it were too soon to go down that road again but he couldn't help it, any and all thoughts he experienced of Mary Jane were just a painful reminder of what he'd never have again. The thing was that he wasn't sure if he still felt anything for her, he just felt kind of numb in that area. Peter didn't want to admit it yet but he thought maybe it was time he started to socialize more, make more friends in the business and then maybe find someone.

The last thing he wanted was to spend the rest of his insanely unusual life alone, he still missed them all so much but he felt so out of synch with everything. According to the Watcher it had been three years since he passed on his Earth, three years is more than enough time to forget about him and with another Spider-Man running around in his place he figured that sped up the process.

_Maybe MJ's already moved on, I hope she's hasn't wasted any time still stuck on me. If anybody deserves to be happy then it's definitely her… but it just feels wrong._

Feels wrong… truth be told he didn't really feel anything anymore, not about his past life. Peter simply felt nothing and he didn't know if that was the right thing to feel.

Although he quickly pushed any and all depressing thoughts to the back of his head, he didn't want to bring anybody down what with it being so near to Christmas but he still wanted to talk to someone who understood what he was going through.

* * *

Observation Deck

J'onn J'onzz stood proud monitoring Earth's cities, several technicians were on hand to help out but he felt it was his duty only when it was his name down on the schedule. The reason he felt this way was because he had been doing this on his own since the Justice League began a few years ago, when it was brand new to the world. The green Martian greeted every hero or heroine that happened to pass him as they wished him well for the Holidays, when he first arrived on Earth he didn't have a huge grasp on Human culture but with the help of his friends he quickly settled. The festive season that was rearing its head was known as Christmas in western culture on Earth, he was slightly baffled by the thought of an overweight man trespassing in someone's house just to give out presents to complete strangers but quickly brushed off the thought as Human's celebrated many unusual things.

At first he simply took part in the festivities to learn about Earth's customs a little more in depth but ever since he met someone he adapted to celebrating it a little more personally with them. His wife Karen was of Asian heritage and celebrated Christmas a little differently to how his friends celebrated it but he was eager to learn. A small smile always graced his features whenever he thought of his wife, she had accepted him for what he was and didn't overreact to him being of extra-terrestrial variety. J'onn was immensely glad that he had found someone so understanding once again, he thought of his first wife and child regularly but he had indeed moved on. He looked back at the memories as some of the best moments of his long life.

His thoughts were interrupted by a Santa Claus hat wearing Spider-Man, he sensed the man's graceful presence instantly and turned to face him. The sight was rather comical in a sense, the large red hat hung from his head framing his luminescent eyes perfectly. Spidey didn't take himself too seriously and actually had the pride to wear something like that around anybody, heroes or civilians. He wasn't a big intimidating vigilante like the Batman who wouldn't be caught dead wearing one, as far as Peter was concerned he wanted to keep his happy-go-lucky superhero image no matter what happened.

"Hey what's up, J'onn?" Spidey greeted sporting the seasonal hat happily.

"I am well, Spider-Man. Thank you for asking, I see you too celebrate the festive Holidays. But may I ask where you found that hat?" J'onn said with a smile.

"Sure, I saw Flash wearing his and I wanted one so I just uhh… borrowed his. I'm a big Christmas enthusiast plus they're pretty comfy too so that's gotta count for something, right?" Peter said playing with the fluffy jingling ball at the tip of the hat.

"Are you sure you're alright Spider-Man, you can tell me if anything is troubling you" J'onn said placing a hand on the man's shoulder.

"Well… since you brought it up, how do you manage to uhh… deal with all of this? I mean I've been trying to just go with the flow of things since that's worked out pretty well so far but sometimes it's just all too much" Spidey said gesturing to the space station they were stood in.

"With time, time heals all wounds Peter. You just have to be patient, I as well as everyone else is here for you if you need anyone to talk to. But I do sense something else Peter, you are confused?" J'onn asked more than stated. He was getting mixed vibes from the man and didn't know what to make of it, different emotions mixed in with one another. Sadness was conflicting with joy and anger was stomping out everything in its path but he also sensed… was that guilt?

"I mean… I don't know, maybe? Just about this whole thing, should I be running around cracking jokes with the knowledge that I died? That everything I worked for was taken away from me so soon? I thought the good guys were supposed to win, I thought heroes were supposed to save the day and ride off into the sunset" Peter struggled to say recounting the stories his Aunt and Uncle told him in his childhood. Now he was just in denial, he was lying to himself and he knew it.

Peter knew the cost when he first donned the mantle of Spider-Man, truth be told no matter how much optimism he held when he first shot a web-line from his own inventions or the first time he stopped a mugger from stealing a woman's purse somewhere deep down inside of him he knew it would all end badly.

"But you did save the day, Peter. You stopped monsters from harming your loved ones when you were inches away from death, you carelessly threw yourself in the way of a bullet intended for a man who showed you no respect. If that isn't being a hero then I don't know what is, what you're experiencing is normal Peter. You're trying to find ways to keep yourself occupied so you don't have to feel the pain of losing everything you ever knew and that's alright, when my world was destroyed and the people I loved were taken away from me I fought on and in doing so prevented the annihilation of another world filled with innocent and hopeful people" J'onn stated proudly expressing years of life long wisdom through words.

Peter nodded accepting the man's speech, he was moved by his openly wise words but they did little to comfort him given the situation he was in. He had enough problems to fill a novel with but he had always dealt with them, why should this one be any different?

"Peter, why on Earth would you feel guilty on top of everything else?" J'onn questioned not willing to end the conversation there.

"Oh you sensed that too, huh?" Spidey said tilting his head towards one of his shoulders.

J'onn merely nodded, sometimes Peter was slightly uncomfortable with the fact that J'onn could read him so easily. He knew when the Martian was trying to gain passage into his head, he got a mental nudge from his spider-sense telling him someone was trying to get inside. Peter knew the presence was J'onn though and kind of mentally unlocked the door for him each time as he figured he wasn't in there to do any harm.

Spider-Man continued, "Well I kinda… sorta maybe… asked a girl out. I mean nothing serious, we just had something to eat and talked but… should I be allowed to do this? I feel like I'm betraying my… my old girlfriend" Peter finished silently finding it extremely difficult to bring up that particular subject. She'd been out of his mind for quite some time and now he felt like he was committing adultery by just talking about her.

He glanced back at J'onn finding the alien in a quizzical expression, Peter's hopes of advice were diminishing by the second as the green Martian continued to stare hard at the ground with his hand touching his chin. Finally Spider-Man was about to leave when the Martian Manhunter left his brief stupor.

"I understand what you are going through, quite well too actually. On Mars I had a family, a son and a wife who I loved dearly. I didn't think I could live without them but when the invaders came… well let's just say that's all I've been doing for over 500 years, what I'm trying to say is that there is much more to life than what you know or thought you knew. When I first came here, I never thought I would be happy again. I never in my wildest dreams thought I'd be able to tell somebody else other than my family that I loved them but… well now I once again have a loving wife and I wouldn't trade her for anything else in the world" J'onn said bring his touching speech to an end.

Peter actually felt himself ready to cry, he could clearly make out the pain in the normally expressionless Martian. It was devastating but also extremely inspiring to see and hear him pour out so much emotion, Peter actually felt privileged to be on the receiving end of such wise words.

J'onn placed his green hand on Peter's red clad shoulder firmly whilst giving it a gentle squeeze, "I waited 500 years before I finally moved on Peter. I don't want you to do what I did, don't waste the rest of your life stuck in the past. Live in the present and start living your life because I sense your future could be a bright one or one filled with despair, the choice is yours… I implore you to make the right one" he said swiftly turning to the control screens signalling the conversations end.

Peter felt a little helpless but ultimately decided he needed something fast to take his mind off of things and force himself into something else.

Spider-Man thanked J'onn for his support and bid him farewell, he just needed to take a deep breath and power through. Batman had actually taught him that one, the man was being very helpful and Peter never really understood why. Instead of dwelling on it he decided to act on it, Bruce had been telling him he needed to research as much as possible so why not start then and there. He went to the Communications Room taking the time to wish everyone he happened to pass a very Merry Christmas and sat down at one of the many high tech computer terminals, Spidey cracked his fingers in a comical way and began typing furiously.

It only took him a few hours to learn everything he needed to know, Peter was told from quite a young age that his mind sucked up everything like a sponge. The first thing he started with was Bruce Wayne, his jaw literally hit the keyboard when he read the black font that accompanied his name almost everywhere.

'Billionaire'… truth be told it made a hell of a lot of sense to him, the funding for all of the equipment the Justice League had had to be coming from somewhere. But a billionaire superhero did remind him of Tony Stark, Bruce was just much more of a physical detective rather than a walking armoury. The thing was Peter just wasn't expecting it but it was a brilliant cover story, who in their right mind would accuse a billionaire of running around at night beating up thugs?

_Genius… now let's see who the guy beneath the red cape is. What did he say his name was? Clark something…_

Peter thought as he typed the word Superman into the search engine, results popped up left right and centre displaying themselves across the webpages clearly. Superman had revealed his name to him a few days after the 'Queen' thing but to be honest Peter wasn't really paying attention, it weren't as though he wasn't listening but his mind was focused on more important things at the time.

Back to the web browsing though one of the more common results was a newspaper tabloid called the Daily Planet, he actually remembered it as the building he landed on when he fell from the sky.

_But… what was Superman doing there so quickly? He couldn't have known what would've happened so he must have already been close by when I came here, let's see…_

He clicked on the Daily Planet's homepage and found a lot of superhero coverage right off the bat, most of the hero stuff was handled by a Lois Lane and a Clark Kent. Peter raised his eyebrows when he saw Lois' picture, she was a very attractive woman but he instantly bet twenty bucks she was in some kind of relationship with her co-worker.

But then he had to suddenly double take the name Clark Kent, he hesitantly clicked on the picture of the reporter and his eyeballs almost fell out of his sockets as realization kicked him square in the groin.

_HE'S SUPERMAN! WHAT A DORK! HIS SECRET IDENTITY IS A PAIR OF GLASSES! WHAT THE FU-!_

Spider-Man suddenly burst out in laughter spitting all over the insides of his mask, he couldn't help it. It was one of the funniest things he'd ever set his eyes on, one of the greatest superheroes in the world was just a mild mannered reporter. Peter felt like he was about to wet his pants, he hurriedly clicked on the mouse closing the window when Hawkgirl walked into the room.

"Hi Spider-Man we—umm are you okay?" Shayera questioned as Peter was literally holding his sides trying to stop them from hurting so much.

"I- yeah I… I just… heh- it's nothing really… ahahahahahahahaha- I can't" Peter struggled to stop the bursts of humour leaving his mouth as he was getting one of the strangest looks from the red-headed heroine.

Shayera couldn't help but smile at the man's strange sense of humour, she didn't even know what he was laughing so hard at but felt the want to join in suddenly rising. Instead of laughing out loud though she stifled her giggles and tried to coax him back into reality, she found he looked unusual when laughing under that mask of his since the expression never changed.

"Peter, Bruce said he wanted to talk to you. He said he had some kind of work for you to get into" Hawkgirl told him leading him out of the communications room, Peter nodded following her along into the corridors of the Watchtower.

"Nice hat by the way, I could have sworn I saw Wally wearing one that looked very similar before he told me it went missing… you wouldn't happen to know anything about that would you?" Shayera questioned letting a small smirk grace her red lips.

She learnt a few days after the 'Queen' incident that Peter knew who Batman and the Flash were, her as well as Green Lantern had told him there identities since they didn't actually conceal their faces they figured that Spider-Man would've figured it out given time. Wonder Woman followed suit finding no harm in telling him, as far as they were all concerned he was one of them now and was completely trustworthy. The founding members felt that his heroic feat of disabling the bomb and saving the lives of Batman and the Teen Titans deserved some recognition so they trusted him with their secret identities.

"Who, me? No… come on, I'm a saint Shayera. I got this one off of J'onn, traded him some Oreos for it" Spidey laughed using the Martians love of the snacks to his advantage.

Shayera burst out laughing before covering her mouth, she had to admit Peter had a great sense of humour but it was no secret since he joked wherever he went. She had actually heard some of the other Leaguers refer to Spider-Man and the Flash as comedic enemies, Wally and Peter hung out most of the time but they shared a fierce rivalry. They constantly tried to one up each other with jokes and quips with most of the time Peter coming out on top being able to take anything and shape it into an insult, while Flash was more of a sarcastic joker he never talked in a fight as much as the Spider-Man did. But where Wally came up short he more than made up for it with his practical jokes, among the Watchtower Wally's creative pranks were considered legendary and given time he would be able to nail Spider-Man right where it hurt.

That was what Hawkgirl as well as the rest of the League were afraid of because the Flash had managed to prank every single Leaguer at least once, the only person he dared not to even try one on was the Dark Knight himself. Partly because a small piece of him was absolutely terrified of the Batman and another reason was that Bruce did not like practical jokes, Wally knew first hand that Bruce enjoyed a good joke every now and then and that had caused him to loosen up around Batman early in their friendship but it was common knowledge that Batman despised novelty items like joy buzzers and whoopee cushions because of his relationship with a certain Clown Prince of Crime.

Shayera was pleased with Peter's progress though, ever since he came to their world he had been showing slow signs of improvement but some of the other members seemed to think it was because he forced his emotions too far beneath the surface. She understood his constant need to tell a joke and she didn't mind one bit, they were funny but she didn't want to deprive him of his way of healing. Hawkgirl saw the way he was treated through those visions J'onn showed her and the rest of the team, so much lack of respect it disgusted her to no end. But he kept on doing what he thought was right even though he was shunned for it, she didn't fully understand why though.

"He'll get you back for it you know but be prepared, even though you just stole his hat he may do something a little more drastic" the winged Thanagarian replied causing Peter to stutter slightly.

"Oh yeah, he'd have to find me first. I'm pretty good at hiding or so they say" Spidey said masking a small shiver of fear tingling down his spine.

"Peter, there's been something on my mind for a while now and I feel the need to ask you about it" Shayera said softly not wanting to force him into a conversation he didn't want to have.

Spider-Man tilted his head to the side slightly, she found he did this whenever he was thinking something over.

"I… I guess" Peter replied a little uneasily, it had been all fun and games up until this point and he didn't know what she wanted to ask him.

"I've noticed that you've mentioned what you were treated like in your world, Flash has told me about it too and Batman is concerned you might still be mulling over it. Do you maybe want to talk about it?" Shayera said as gently as possible, she placed a safe hand on his shoulder for some encouragement.

Peter noticed the hand and was a little grateful someone was willing to listen, "It's nothing really. I mean I never cared about what others thought of me as long as I knew I was doing the right thing, I still don't care now. If I did care I would've beaten the crap out of some of the heroes who were constantly bad mouthing me, which was kind of a low blow. The fact that most of the other people in our line of work thought of me as a joke, just some kid in a Halloween costume" Spidey slowed his walking as Shayera nodded to him prompting him to continue.

"I… I don't really want to" Peter muttered earning a small frown from his female companion.

Shayera gave a brief nod nonetheless, "Alright. We'll talk about it some other time but promise me you won't let it eat you up, you're around people that respect you and the things you do Peter. On my home world of Thanagar a great warrior much like yourself is treated with the upmost respect and in turn shows that same respect for others, I mean I would kill for your balance and co-ordination" Hawkgirl said punching lightly on his shoulder.

She couldn't help but notice her hand felt like it made contact with steel, Spidey suddenly laughed swiping her mace from her waist.

"Are you kidding me? Give me a sweet lightning mace over spider powers any day" he said waving the weapon around like a lightsaber, he had no idea how to use it.

Shayera giggled lightly before attempting to retrieve it from him, "Give me that thing. You're gonna end up poking your eye out" she told him.

* * *

Cafeteria

The infamous Scarlet Speedster had just finished his twelfth hotdog and was about ready to head out back to the Keystone Central Area when he noticed a small group of heroines sat around a table dining and chatting amongst themselves, he wasn't sure what they were talking about but they seemed to be laughing and smiling towards one another.

Wally quickly recognized them as Wonder Woman, Black Canary and Fire and Ice. He breathed into his scarlet clad hand before smelling his breath making sure it didn't smell too much like hotdogs, after determining he was safe he swiftly made his way to the table and interrupted their discussions.

"Merry Christmas ladies, how are you all on this fine winter's day?" Wally greeted them with a small smirk on his face.

Dinah merely rolled her eyes while Fire and Ice gave him a smile, Diana replied genuinely.

"We are well, Flash. How are you today?" Wonder Woman spoke softly whilst wearing a kind smile.

"I'm good, I'm good. So… anything you happened to notice about me?" Flash said raising his eyebrows beaming at the group.

"Yeah, you're breath smells of hotdogs" Black Canary told him causing feminine laughter to erupt around the table.

Flash frowned before smelling his own breath once more just to double check, "No it does not. And I didn't mean that, I meant the hat. What do you think of my hat? Pretty festive, right?" Wally questioned them whilst pointing to the top of his head smiling.

The women all gave each other curious and confused looks, they then looked back to where the Flash was pointing just to make sure.

Dinah spoke first, "But… you're not wearing a hat" she said furrowing her brow at him. She wouldn't put it past him if it were another attempt to talk her up, she knew he did it all in good spirit but it annoyed her sometimes nonetheless especially now that she was in a relationship with Green Arrow.

"What!" Wally almost shouted before slapping his hand to his head trying to find the Santa hat he had brought from his apartment.

As he was furiously trying to figure out what had happened to it Wonder Woman's face lit up, "Is the hat you are missing anything like the red one I saw Spider-Man wearing?" she asked him before turning to the other women on her table.

Fire nodded, "Yeah I saw him in it earlier. He wished me a Merry Christmas before skipping off somewhere" she recalled before laughing slightly to herself.

"Did he actually skip away?" Ice asked with a smile growing on her pretty face.

"Yeah, it was on the most surreal things. I saw him swinging through one of the corridors and then he just landed straight in front of me before saying 'Merry Christmas', then he just disappeared off somewhere. It was actually pretty cute" she giggled earning a small round of pouts from the ladies.

While the women were laughing amongst themselves the Flash was doing the complete opposite, he held a look of complete disdain and was perplexed by the fact that his arachnid friend managed to swipe his hat from right under his nose. He would have surely exploded if he was somebody else but he was the Flash, Wally began walking away silently smirking to himself. Truth be told he was impressed, it wasn't really a prank but more of a simple innocent joke. But Wally was going to get him back for it nonetheless, the truth of the matter was that he had had no reason to prank anybody for a while now but this… this gave him a perfect reason no matter how small.

_Am I maybe blowing all of this way out of proportion?_

The Fastest Man Alive thought to himself for the briefest of moments before a fleeting and devious smile appeared on his jaw.

_Heck no._

* * *

Conference Room

Peter entered the large meeting area through a set of metallic double doors, he looked around the room silently before he felt his gaze drawn to the only important thing present. The Batman was sat in his own seat around the large circular table with a small file laid out in front of him, he opened the file and placed the contents back down onto the table before motioning for Peter to take a seat next to him.

Spider-Man did as he was told, "So Batman… Shayera said you wanted to talk about something?" Peter asked with an interested tone present in his voice.

Batman merely glanced at him before referring to the files contents, "A scientist employed at S.T.A.R labs has been reported missing for over twenty four hours. Her name is Doctor Martha Hamilton but the authorities won't look into it until she's been missing for more than forty eight hours, I'm not willing to wait that long as S.T.A.R labs is a vital part of what we do. We provide them with advanced technology and in turn they provide us with their own unique services, for instance a lot of their staff help out around the Watchtower and the Metrotower in order to keep them operating" Bruce explained as Peter listened intently.

That was one of the many things Bruce liked about the young man, it didn't matter whether he had an affinity for jokes or didn't know when to shut up. The only thing that mattered was that he had the ability to listen when the situation called for it.

"Some of the employees have reported small signs of struggle but I told them to leave her lab just the way it was, maybe you can find some sort of lead into her whereabouts" Batman droned handing him a piece of paper containing basic information about the missing scientist.

Spider-Man scanned through the information swiftly before he noticed something that caught his interest, "Cross-species genetics?" he inquired to the Dark Knight.

"A new form of research designed to extract and implement the abilities of other animals into human DNA for medical purpose only" Bruce explained taking note of Peter's interest.

"Yeah yeah, I got the premise. I've been involved with something similar in the past, it didn't work out too well" Peter said before silently laughing to himself at the irony in his words.

Batman raised his eyebrows beneath the cowl, the young man continued to surprise him in the most creative of ways.

"So where am I off to then? L.A, Chicago? I'm ready for some action" Peter exuberantly said before standing and stretching his limbs.

"It's just an investigation so I wouldn't expect any action anytime soon but it might bring back some fond memories, the branch of S.T.A.R Labs is situated in New York City" Batman said trying to coax a positive reaction out of Peter.

Under the mask Peter's face instantly lost its entire colour, just the mere thought of the Big Apple sent a chill down his spine. He didn't know whether he wanted to go back just yet, he didn't know whether he was ready for it.

"I- I really don't… maybe this wasn't the best idea you've had but I…" Peter tried to express his disdain at the thought of returning to the city so soon but couldn't really find the right words.

"It's quite alright, I'll see if I can find someone else. I'm sure they'd be more than happy to do it" Batman said turning to leave the room as he headed for the door.

Peter instantly felt a wave of outrage hit him; he rushed to catch Batman and tapped him on the shoulder. Bruce turned around to look at the more colourful hero waiting for what it was he had to say.

"No, you asked for me and I feel like this… even though it's not my New York… I want to do it" Spidey tried to explain the overbearing thought of hating somebody else moving in on his city even though it wasn't his city.

"I understand, I'm not trying to be harsh but you should feel at home in your surroundings. I figured the best way for you to achieve this is for you to return to your roots, the place where I feel most at home is Gotham's streets. I feel like I'm out of sync up here even though the idea to build this place was mine and mine alone, you'll be fine Peter. Trust me" Batman finished before he lead Peter out of the Conference Room and towards the Observation Deck.

"I'll keep in contact the entire time you're down there and monitor your progress, think of it as a small test. But if you do run into a small amount of trouble and I feel the need to send some help I will be obligated to do so, the League isn't really a team for working solo" Batman said looking in Spider-Man's general direction.

Peter gazed back to the billionaire, he nodded silently trying to mentally prepare himself for a trip back to New York City.

The two made their way over to J'onn and Batman informed the Martian of Spider-Man's task, he made no objection to it and began setting the co-ordinates for teleportation to S.T.A.R Labs in New York City. Spider-Man made his way over to the glowing blue teleport pad and stood there silently waiting for the flash of light that usually accompanied him during the trips.

Just before Spider-Man was about to leave Batman spoke, "If you want to intimidate your enemies I suggest you lose the Santa hat" he told the red and blue arachnoid letting a small smirk fall on his normally still lips. He had noticed the hat when he first laid eyes on Spider-Man but didn't feel the need to spotlight it until now.

Spider-Man tilted his head to the side, "Who says I wanna intimidate anyone? It's the Holidays!" he excitedly said earning a smile from J'onn and an unseen eye role from the Batman.

J'onn pressed the button on the console and in a brilliant flash of blue light Spider-Man was gone.

* * *

New York City- S.T.A.R Labs- Night

The same flash of light suddenly lit up a small janitor's closet in the building and Spider-Man silently cursed to himself, trust the old Parker luck to land him in an old janitor's closet. He slowly opened the door and found himself in a long wide corridor, he looked around with a small amount of interest and sighed to himself.

A part of him was glad he didn't end up in Time Square but another part of him wanted to be there, New York at Christmas time was probably the most magical place on any Earth and that was included Disney World. He figured he'd face the bright lights of the city that never sleeps sooner rather than later but made his way to the missing scientist's lab trying to shake the negative thoughts away from his mask covered head.

Spider-Man quickly found a sign in an empty hallway that read 'Dr. Martha Hamilton, cross-species genetics division'. Peter nodded to himself and pressed two of his fore fingers to his ear as he made his way into the lab.

"I found her lab, geez… they weren't kidding when they said signs of a struggle" he silently spoke through his communicator as he surveyed the room carefully.

He felt the term 'signs of a struggle' was an understatement, papers were thrown all over the lab and a few beakers had been smashed onto the floor. There were small spots of blood on a computer monitor and Peter guessed she must have hit pretty hard to draw blood like that, the thought completely angered him. He hated the thought of anybody getting hurt and he could never hit a woman, it sickened him to even think about it. Spider-Man was going to have a field day whenever he found who was responsible for her disappearance.

"Take a look around, see if you can find anything that might point to her attackers" Bruce told him as his voice filtered through the device. He had made his way to the Communications Room so he could keep track of Spider-Man's progress privately.

"Yeah I got it… wait, hang on a second" Peter said before he moved over to another desk. He moved his head lower to see what it were he had spotted and touched the substance on the desk.

When he pulled his hand back he found the substance was stuck to his fingers, it was some kind of adhesive and seemed to be coloured purple. He was about to inspect the evidence further when a voice called out behind him, a females voice.

"Well well well, look what we have here" Spidey turned on the spot to see three figures stood in the doorway where he had entered the lab.

He was about to say something but was beaten to the punch when the same voice spoke again, "A Justice Leaguer? And a spider no doubt, this should be interesting… kill him" she said before projectiles flew at him at all angles.

Spider-Man sprang from his spot and flipped in the air contorting his body narrowly avoiding the dangerous objects being thrown at him, he landed and found his footing just before a swift kick tried to unbalance him. He expertly dodged the kick feeling the wind pass by his neck and twisted into a handspring launching himself away from his attackers.

"Double time! Come on already! If you're gonna hit me then hit me!" Spidey shouted grinning behind his mask as he launched himself over a small desk. He dodged two streams of projectile flames and what looked like ninja death stars, only a thousand times more deadly before lying low behind another metallic work desk.

"I'm sensing a huge misunderstanding between us!" Peter shouted from his position earing an angry scream from the ninja lady.

His opponents were skilled, well two out of the three anyway. One female and two male, they were some kind of assassins if he were to make a guess but he didn't need to assume anything. Not with the Batman talking his ear off through his League Communicator, he never thought he'd hear himself complain about anybody else talking his ear off in either of his lifetimes… well maybe except the dreaded merc with a mouth.

"Who's attacking you? Describe them and I'll see if I can bring up some files" Bruce's voice emanated from the device nestled safely in Peter's ear.

"Oh yeah, list what they look like while avoiding their crazy deadly ninja methods? Sounds like a piece of ca- whoa!" his spider-sense blurred to life prompting him to throw himself from the desk he was using for cover a split second before it was sliced clean in half by a finely sharpened samurai sword.

Peter ended up on one of the walls of the lab looking down at the people that just came out of nowhere, the female wore a porcelain mask with a wide cat like smile on the front of it making her look like some insane serial killer. The two males he felt like he could relate to, one was garbed in black and purple and had two golden oval shapes for eyes perched on a full face mask much like his own. The other one could fly and was wearing some kind of black and gold armour with two crimson insect like eyes placed on top of a golden helmet.

"Wow… your pretty handy with that sword lady, do you hand out lessons?" Spidey joked trying to gauge a reaction from any of them. He always liked to always did his best to annoy all of the people he fought whether they were the silent type or the so full of themselves that was all they would talk about type.

"I think I'd rather teach you what being decapitated feels like" the woman said wearing a devilish smile on her hidden features whilst she tilted her head to the side slightly looking up at him perched on the wall.

"Okay… so I'm guessing you had a boyfriend, notice the key word… had" Spidey said before he had to flip off of the wall and summersault over the heads of his attackers thus avoiding a poorly aimed incendiary grenade. He guessed it came from the armour covered insect; he looked like he carried a small armoury but had little experience with it.

The explosion blew a hole through the lab wall and caused nearby beakers full of experimental chemicals to smash spilling said contents all over the lab floor, they combusted almost immediately in a bright flaring show. Peter felt a growing heat on his head as his spider-sense buzzed repeatedly, he quickly realized his Santa hat had caught fire.

He threw the hat to the floor and watched as it was engulfed by the flames, he sighed to himself before getting his mind back into the right train of thought.

_Wally's not gonna be happy with me when he finds out what I did._

Spider-Man had to shield himself from the fires heat before he heard the ever familiar sound of his spider-sense going off inside his skull yet again. Unfortunately with the danger of the fire Spidey wasn't sure where the threat was going to come from and received an expertly placed haymaker for his troubles.

The blow caught his chin but only dazed him for a split second before he looked up to see the man dressed in purple and black clutching his fist in a small show of pain. He looked around to see where his other attackers were but he could see no sign of them through the roaring blaze, Peter guessed they made a break for it and left the look alike in the purple spider suit behind to distract him. Spider-Man looked at the man more closely and could now make out a black spider symbol on the man's forehead, it wasn't until his foe suddenly shot out something from his wrist that Peter noticed he was wearing thick grey wristbands.

Spider-Man weaved between the two purple… web-lines? He shook off the thought before throwing a punch at the look alike spider, the man arched his back and avoided the attempt before twisting his body and following up with a furious kick aimed at the wall-crawler. Spidey saw it coming and grabbed his ankle ready to throw him across the room when the man used Peter's grip as leverage and threw another swift kick with his free leg aiming for Spidey's trademark red mask.

He recognized the threat and reacted to it instantly blocking the blow using his forearm before spinning around and back handing the man across the lab effortlessly, the other spider span in mid-air and landed just as gracefully as the web-head would have in a low menacing crouch. Peter squinted his eyes focusing on what his opponent did, it was pretty hard to see considering the fires were still burning rather brightly.

The contrasting yet similar opponent muttered something before stroking his chin carefully, the place where Peter had made contact. Spider-Man could tell his opponent was already bruised form the backhand and seemed to have severely underestimated the talkative Leaguer.

Spidey smirked, "What's the matter? Did I give you a boo-boo?" Peter said folding his arms ready for another small dance with his partner.

"You know kid, I'm normally professional when it comes to my job but you're making this real hard. This matter doesn't concern you and if you so happen to stick your ugly red and blue mug in our affairs again I will kill you, just the mere fact that you're such a copycat makes me wanna kill you even more… but I won't. Consider this a warning" the dark suited spider threatened before he turned to the hole in the lab ready to make his escape.

"So in other words you're threatened by somebody who actually has spider powers? It's cool man, I understand totally. I mean I'd feel the same way if there was somebody out there better than me" Peter said as though he didn't even care that the man was attempting to escape, although if his plan didn't work then he would surely get a scolding from Batman.

The arachnoid looking man stopped in his tracks instantly, as he begun to slowly turn on the spot Peter knew he had worked his magic… he had him hooked.

"What… did you say?" the black spider breathed harshly disturbed by the way the rookie hero was treating him, he wasn't even regarding him as a potential threat and that enraged him greatly. The man under the purple mask had learnt first-hand that the colourful seemingly idiotic hero was much faster and stronger than him, it looked as though he could sense all of his attempted attacks.

"Don't take it to heart incey wincey spider, I'm sure this is just an off day for you but me… well I'm on my A game" Spidey couldn't help but beam at the fact that no matter how focused on a task somebody was the mere sound of his manipulative tone could derail them from it almost instantly. He just seemed to have a face that every villain wanted to pound the living crap out of, he didn't think it mattered which universe he was in.

He could visibly see the man shake and tremble with anger before his spider-sense blared through his skull allowing him to dodge every punch the man sent his way. With frightening speed the seemingly ordinary man threw flurry after flurry of punches trying to land one where it counted, unfortunately though the purple and black clad man began to get tired after several minutes of wildly swinging as fatigue set in making his movements slower and much more laboured.

Peter was using his enhanced reflexes and spider-sense to easily avoid each blow while the man simply powered on willing to at least hit him once, as time went by though even Peter could see his efforts were but for naught and grabbed the man's last swing before swiftly jabbing him in the nose. Spider-Man heard as well as felt the small bone snap as the man collapsed onto the floor instantly rendered unconscious.

Spider-Man proceeded to use his own webbing to wrap the other spider up tightly before he picked him up and set him against a nearby wall.

"Are you quite finished?" a familiar voice droned through the communicator in his mask and Spidey jumped to attention completely forgetting about a certain special someone.

"Oh man, sorry… I kinda forgot you were there. You might wanna brace yourself though… two of the people that tried to jump me bailed and left the third as a distraction" Peter explained before crouching down to the man's prone form checking his pulse just to be on the safe side.

The lab's fire alarm system had been activated and sprinklers were dosing the already shrinking flames, he looked around and waited for a reply from Batman.

"I knocked him out though… just thought I'd let you know" Peter said adding something the Dark Knight may have been pleased with.

"Good, at least we can identify him. Tell me what he looks like" Bruce spoke before readying one of the Watchtower's many computers for a database search, the League's database contained criminals and suspects that not even the F.B.I's files had on record.

"Uh well, I don't know what he looks like but he's wearing a purple and black full bodysuit with a full faced mask and he has golden eyes and a black spider on his forehead. I don't really like unmasking people so let's hope you find something" Peter said whilst taking a closer look at the lying form's grey wrist bands, he tilted his head as a small smirk graced his lips.

_Is there such a thing as originality anymore?_

"His names Black Spider alias Eric Needham, a senior member of the League of the Shadows. They're a formation of some of the deadliest assassin's in the world, led by a man who claims to be around 700 years old… Ra's Al Ghul" Batman spoke in a muttered tone of anger. He had a history with the seemingly immortal man but preferred to keep his personal life out of his work, especially his work with the League.

"Whoa, 700 years old? What's his secret? Anti-ageing cream that isn't complete bull" Spidey joked folding his arms over his chest in boredom, just by the sound of Bruce's voice he could tell the man knew Ra's Al Ghul on a level he wasn't entirely comfortable with but Peter didn't feel like it was his place to ask any follow up questions. It kind of reminded him of the way he thought of Norman Osborn, well actually he didn't want to think of Norman Osborn. That twisted part of his life was over now.

"The last time I saw him was a few months back, he tried to somehow steal Superman's powers but he was stopped. I don't know if he's still alive or not but I wouldn't be surprised" Batman idly spoke typing away at his computer bringing up several articles relating to Ra's Al Ghul's charitable work, of course Bruce as well as the Justice League knew that it was all a front for a much darker purpose.

"So on my first night off of the leash I happen to stumble upon something involving a secretive organization of assassins?" Peter asked with a comically sceptical tone. He'd dealt with assassins before but the most prominent one that stood out was Elektra, in his line of work most woman he ran into were completely stunning and his new Earth was no different. It didn't matter whether they were trying to kill him or not even he had to admit that they were hot, he was a guy after all.

"It would seem that way but what they want with Doctor Hamilton I have yet to figure out" Bruce said referring to the entire reason he sent Spider-Man into the city in the first place. The world's leading geneticist Doctor Martha Hamilton had been kidnapped from her place of work, a primary branch of S.T.A.R labs in New York City. The very place Spider-Man was standing, he was sent to look for any leads concerning the woman's whereabouts but ran headfirst into the trio that tried to squash him instead.

Peter looked around and surveyed the area with a wary eye, half of the entire lab had already been destroyed and he was only fighting for a few minutes.

"It's gonna be one of those nights ain't it?" Peter asked after letting a small sigh escape his fabric covered mouth.

"Looks that way, you better get to work. You can start by questioning Black Spider whenever he wakes up but I doubt he'll tell you anything which is why I'm sending someone to meet with you" Batman told him before switching the line to the Communications Room off and redirecting the signal to his own communicator inside his cowl.

Spider-Man stood in the silent lab a little dumbfounded, he wasn't insulted that Bruce wanted to send somebody to accompany him but it still felt like he had a long way to go before he was actually sent out on his own. He knew the League didn't organize many solo missions because they were more of a close knit team, for them getting the job done meant working together for the right cause. Peter didn't mind working with somebody but he had been on his own for so long that he rarely ever needed to rely on somebody else besides himself, whoever Batman decided to send he hoped that they had a good sense of humour.

* * *

**Author's Note: **Tune in next time as Peter must work together with another superhero and try to find out what an international league of assassins could possibly want with Doctor Martha Hamilton.


	10. Playing In The Shadows Part II

**Author's Note:** Wow, sorry it's been so long. I've been working on some other things and they kind of stole my attention away from this for a few months, again sorry. I've once again renewed my interest in this and while this chapter may not be as long as others it's because I decided to split it into two. Over the last few months I've had some time to really think about where I want to take this story and some of your reviews have helped me out a lot.

One important thing I need to clear up is Spider-Man's strength level, I'm going to be taking it down to 30 tons approximately because well 75 was more than a little excessive and frankly unneeded so everything else stays the same but his strength has been retconned.

As for Batman/Wonder Woman, I'm going to try and develop a little something there as the course of this story plays out but well wish me luck as this is a pairing that I find extremely difficult to write.

**Harbinger Of Kaos:** Actually the pole I held was for a love interest, trust me they'll be more ladies coming into it down the line. Raven is merely the one I'm starting with but when I introduce another love interest it'll be up to the readers to decide who Spidey chooses.

**Spider Boy:** Maybe, I don't know. I'm angling for a more dark and gritty story so it's definitely a possibility.

**X:** You read my mind. Actually Spider-Man does have a few gadgets up his red and blue sleeves and you'll definitely see them come into play in the next chapter.

**Doctor Who:** In time is all I can say for now.

**PleiadesWolfe:** I think Peter heard you, read on and find out. I'm glad you're enjoying the pacing and the relationships, thanks for reviewing.

**Cloud Ex-SOLDIER:** The Parker Luck is the bane of his existence, and yes Ana was quite a weird experience. I'm thrilled you're enjoying things and don't worry about the pairing, I'm experimenting with things and well people love a good love triangle don't they?

**Ryuus2:** Yours was the review that made me seriously consider his strength level, I actually look back at it and shake my head as it was way too high but we all make mistakes. So your rant was received and it was a good rant at that, you really do bring up some good points and I've actually began to incorporate them into future things for instance Peter's education and life outside the red and blue suit. Again about the pairing when I introduce a few new girls it'll be up to the readers to decide on who he stays with but personally I think he'd be good for Raven as he could open her up to new and exciting things and she could sympathize with him about what it feels like to be alone because aside from her friends she really does have no-one to turn to. Plus I want to thank you personally for all of your faves to my other stories, the support is greatly appreciated.

**mkeeg91:** Wow, everyone's really hung up over the pairing. Kidding but don't worry as I've told others that I'm introducing more love interests later on and the readers will ultimately decided on who he stays with, I'm glad you're enjoying everything else though so yay! And I just want to thank you for all of your faves and support to my other stories also, it's a big help and you deserve a cyber hug because of it.

To everyone else who had faved and followed and reviewed this story so far I just want to say thank you, I honestly didn't think it'd get this many readers interested but I'm hope you're still with me after my small bout of time away from this story.

Please, enjoy!

**Disclaimer:** I do not own Ultimate Spider-Man, Justice League Unlimited or the Teen Titans in any way shape or form. I also don't own any other show I might decide to write into this.

* * *

Earth's Orbit—the Watchtower

**Playing in the Shadows Part II**

"I've got an assignment for you, meet me at the Observation Deck… alone" a strong toned voice spoke into the communicator installed in his cowl as he headed in the direction of the aforementioned place.

The Batman held a strong presence as he walked past his many colleagues among the giant space station, the man underneath the mask could see the respect they showed him in their eyes and he responded with brief nods to each one that happened to cross his path. He had just left the Communications Room when he contacted an old ally for some assistance, Bruce wasn't the one that needed any help though. Come to think of it neither did the man he was sending someone to assist.

Batman turned the corner at the end of the long white corridor and walked through a doorway of similar colour, he found himself arriving at the Observation Deck and waiting patiently for the arrival his guest. Bruce twisted his head to look at the man on monitor duty, Mister Terrific had relieved J'onn a few minutes ago. Not long after he sent Spider-Man down to the city of New York to conduct an investigation into some pressing matters, Bruce knew the man could handle himself but wanted somebody reliable to watch his back.

A brief flash of blue light lit up the deck for a split second before a figure stood on the teleport pad, none other than Robin the Boy Wonder walked off and greeted the Batman with a shake of the hand.

Dick smiled, "You wanted to see me?" he questioned not completely sure why Bruce wanted to meet up alone.

Batman got straight to the point, "I have something for you. It's a file covering who was kidnapped, where it happened and when it happened" he said handing the small amount of contents to his former partner.

Robin raised an eyebrow but proceeded to read through the file in record time, as he skimmed through the pages his interest peaked slightly.

He gave the documents back to Bruce, "So a Doctor Martha Hamilton was kidnapped and you want me to find her and figure out why she was taken?" he questioned feeling a sense of nostalgia hit his black and yellow cape.

Bruce smirked, "In a sense. I've already got somebody down there, the two of you are to work together but be cautious. The League of Shadows is behind the kidnapping, he's already come into contact with a few of their agents" he explained leading Robin to back in the direction of the teleport pad.

Richard furrowed his brow together, "So I'm not gonna be alone on this? Well who am I working with?" he asked a little too impatiently.

Batman told Mister Terrific to set the exact co-ordinates of the teleporter to S.T.A.R Labs in New York City, he turned back to face his ward.

"You remember Spider-Man, right?" he asked the teenager.

The smaller detective had never forgotten a face in his life or therefore lack of a face in Spider-Man's case. He smirked lightly before addressing his mentor with an air of attitude.

"The rookie Leaguer?" a little too much sarcasm was evident in his youthful voice.

The corner of Batman's mouth twisted up into a small smile, "He's anything but a rookie. Believe me, Robin" he said ending the conversation with a final nod stopping the leader of the Titans from responding.

* * *

New York City—Manhattan—S.T.A.R Labs

And with that he was beamed back down to Earth however headed in a vastly different direction from his home in Jump City, a flash of blue light lit up the dark lab and Robin span around to find his partner for the night sat at a computer monitor. Dick looked off to the side and saw a knocked out Black Spider wrapped in a cocoon of webbing, his mouth twisted into an expression that said 'not bad'.

"You sure made a mess in here" the Titan told the Leaguer as he stepped closer to the computer monitor the latter was so focused on.

Spider-Man scoffed, "They attacked me so I'm calling self-defence. So the Bat sent you, did he want somebody he could trust to keep an eye on me?" he asked sarcastically all the clicking away at the mouse he held in his red hand.

Robin took a seat next to him and scanned the monitor's screen, "Some of the victim's research?" he asked ignoring the man's question.

Peter rolled his eyes underneath the mask letting the teen's ignorance slide, "Yeah. She seems to be quite the experimental scientist, all of this research is based on cross-species genetics" he said his voice filled with concern and suspicion.

Robin raised an eyebrow under his domino mask, "Well what's wrong with that?" he asked receiving a blank look from the arachnid hero.

"Everything if you don't know what you're doing, I've had some experience with this kind of thing in the past and let's just say it turned out bad… like really really bad" he said getting up and out of his seat and heading over to the unconscious assailant.

Spider-Man slowly tapped his head but received no immediate reaction, instead of waiting for the man to come around himself he slapped him across the face. The spider assassin woke up and cast a hardened angry look at Spider-Man, he tried to move but saw he was cocooned in some kind of webbing and judging from the colour and the way it stuck and glistened it looked completely organic.

"Hi buddy, no hard feelings about earlier right?" Peter asked innocently but Black Spider merely ignored him and remained silent absolutely determined not to utter a word of anything important.

Robin moved over to the pair of spiders and glanced at Spider-Man, "I wouldn't bother. He's not going to talk with the way you're approaching things" he said in an off-handed manner.

Spidey folded his arms, "Well I'd like to see you do better" he simply said in a juvenile fashion.

Dick merely nodded and grabbed Black Spider by the front of his purple and black costume, he took him to his feet and led him over to the other side of the room before silently telling him something. Spider-Man's senses were above average and heightened even more so by his recent experience but the things he heard Robin say made his stomach twist.

"Alright, you win! I'll talk!" Black Spider practically begged as the Boy Wonder led him back over to Spider-Man.

Peter glanced at Dick, "Dude…" was all he said.

Robin responded by holding his hand up, "It had to be done. Now tell us where your partners have taken Doctor Hamilton, I think you've already embarrassed yourself enough tonight" he taunted receiving an angry look from the webbed up spider.

"We have her in a warehouse across town, we've been forcing her to make some kind of wonder drug. Don't ask me why, those were our orders. We didn't think the League would get involved so abducting her from the country wasn't necessary, looks like we were wrong" the assassin confessed bowing his head and staring at his feet.

Spider-Man gripped his shirt and lifted him into the air without any effort, "What kind of wonder drug?" he questioned with the intent to harm evident in his voice.

Black Spider struggled but couldn't break free, "I don't know. Some kind of enhancement drug, it has something to do with—" he was about to finish when Spidey cut him off knowing exactly where he was going.

"Cross-species genetics… so you're combining animal DNA with that of a human? Do you have any idea how disastrous the results could be if the combination isn't exactly spot on, you complete idiot! It wasn't even perfected back on my Earth and you think it's just gonna be all sunshine and butterflies here?" Spider-Man shouted into the face of the assassin absent mindedly letting slip a few details he was supposed to keep to himself.

Robin gave him a perplexed look confused as to what he meant by 'his Earth', he was about to ask when Spider-Man once again spoke up silencing any questions he may have had.

"We have to get to her and stop them from making that drug, if there's even the slightest miscalculation then we're gonna be dealing with man sized mutant animal creatures" Spider-Man revealed gazing at his smaller partner.

The look he received was one of sheer confusion, "Trust me. It's a whole lot worse than it sounds, which warehouse are you keeping her in?" Peter asked returning his gaze back to the assassin.

The purple and black spider was silent for a moment, "I… somewhere in Brooklyn" he muttered.

Richard frowned, "Somewhere in Brooklyn isn't good enough. Could you narrow it down for us?" he phrased it as a question but the way it came out sounded more like a warning.

The assassin shook his masked head, "I… I can't. I've already said too much, if they find out I helped you—" his slightly panicked tone was cut short by Spider-Man.

"I'd be more worried about us than them" Peter threatened his tone growing increasingly grimmer.

Black Spider scoffed, "Oh please! You're a rookie Leaguer and he's a former sidekick, what could you possibly do to me?" the sarcasm was strong with this one.

Getting an idea Spidey peeled back the lower half of his mask and let it rest on the bridge of his nose, "We both know I'm more spider than man. There's nothing like a late snack" he said moving closer and closer to the assassin's neck.

Despite the fact that the man was wearing a mask the fear was palpable, he twitched and fidgeted in his spot before he felt Spider-Man's breathe hit the material of his costume. The man shook wildly and tried to break free of the webbing because if what Spider-Man said was true then the assassin knew what was about to go down.

Robin caught on to what Spider-Man was doing, "The first thing he'll do is bite down hard on your neck. Pretty vampiric, right? Wrong… because after that he doesn't suck your blood, he injects some kind of digestive fluid into your body and then begins eating you from the inside out. By the time he's done you'll be nothing more than a hallowed out husk of a body" he said in a low voice.

Dick wasn't quite sure if Spider-Man could actually do this or not, if the case was that he could then he prayed the man had some kind of restraint when it came to eating people.

Black Spider's golden eyes widened, "But—you'll st—stop him… right?" he questioned frantically with his voice stuttering in the process.

Robin smirked, "What can I do? I'm just a former sidekick" he finished just as Spider-Man licked his lips.

"Hey Rob, could you pass the salt?" Peter teased hoping for some kind of reaction.

The result was instantaneous as the cocooned man seemed to scream and shake continuously telling them over and over that he'd talk, Spidey gave Robin a small satisfied smile and he returned the gesture with a thumbs up.

Black Spider was almost sobbing, "Alright! I—they – they're in a… warehouse. On a—dock by the East River, that's all I know just please don't—don't eat me… please" the man was practically begging for mercy and even Robin had to admit that it was very out of character for the somewhat hardened and cocky assassin.

Dick looked up at Spider-Man as the man was pulling his mask back over his jaw, "Well that solves that problem" he spoke bringing up his glove to show a lightish blue holographic map of Brooklyn with his built-in computer.

Peter raised an eyebrow underneath the mask, "Yeah but I got another question. Who the heck were the other two with you? You know, crazy samurai lady and the flying arsenal?" he questioned grabbing Black Spider by the front of his costume and sticking him back onto a nearby wall.

Instead of getting an answer from the spider assassin he got one from Robin instead, "Going by your very creative names—" he was unexpectedly interrupted.

"Thank you" Peter simply said.

Dick rolled his eyes behind the domino mask and continued, "I'd say the first one was Cheshire though why she's involved with the League of Shadows is anyone's guess. The last time I saw her was in Jump City, a huge fight between the Brotherhood and all Titans broke out. She managed to get away but you mention she's a samurai now?" the seventeen year old questioned his temporary partner.

Spidey nodded and Dick continued, "So she's expanded her weaponry. The second one… the flying arsenal, was it? That's not much to go on, do you think you could narrow it down?" he pressed the Leaguer for a little more details.

Peter tilted his head to the side, "Uhh… insect-like costume. Black and gold armour and red eyes, that's pretty much all I got" he said shrugging his shoulders whilst listing features off.

Robin creased his brow in thought, "The first thought that comes to mind is Firefly but… well Garfield Lynns is dead. The body was uncovered about a month or two ago, his throat was cut and his gear was stolen" he concluded glancing at Black Spider.

Spider-Man cut in, "Well at least we know who did it. No wonder the guy was having trouble working the gear, they haven't even had it more than a month. So who's under the armour, another assassin?" he pondered.

Robin nodded, "That would be the most likely answer. Maybe the Shadows just want to improve the quality of their equipment, if so we better hope they're not supplying suits to every assassin they have at their disposal" he finished with a slight hint of curiosity and irritation in his voice.

The night was proving to be a most interesting one, Dick hadn't seen a lot of action lately. Especially the kind that involved any thorough detective work, being the leader of a team was great but sometimes he felt a little out of place. Like he didn't belong in the clean cut city the Titans protected, he would never say so but a small part of him longed for the gritty back drop of Gotham City. The city of New York was pretty similar to the teenager's home but it also shared some similarities with Metropolis. Gotham City was New York during the night and Metropolis was New York during the day, as far as Dick was concerned it needed somebody to protect it badly.

Robin shook himself from his thoughts as Spider-Man spoke, "Not likely. I may not be an expert but going by what information I have learned the League of Shadows doesn't sound like the kind of organization to go flying around everywhere in insect-like battle suits, call me crazy but they're called the League of Shadows for a reason" the Leaguer gave his opinion before turning towards the door leading out of the lab.

Robin soon followed, "Are we just gonna leave him stuck to a wall?" he questioned sarcastically referring to the spider trapped in a web.

Peter shook his head, "Don't worry about it. The Bat can hear everything, he can just alert the authorities and let them know they've got a Christmas present waiting for them" he joked before leaving the large complex of laboratories and walking out into the cool Manhattan air.

* * *

Earth's Orbit—the Watchtower—Communications Room

After Batman finished a direct call to the New York Police Department informing them of the apprehended assassin courtesy of Spider-Man he turned to another computer monitor and began typing furiously, Bruce had some much needed work to attend to and while it may not have been his usual case file write up it was still damn important. But as he really began to get into his work he heard light elegant footsteps approach the other side of the metal door that shut him off from the rest of the Watchtower's corridors, Batman minimized his work and sat back in his chair when the person entered the room and took a seat next to him.

The two remained silent for a moment before the newcomer spoke softly, "Clark told me you'd be here" her divine tone danced into Bruce's cowl receptors.

Bruce grunted slightly and placed a hand on his chin as he leaned closer to the computer screen in front of him bringing up security footage of the incident at S.T.A.R Labs, "Is that so?" he muttered glancing at the Amazonian Princess out of the corner of his cowl.

"Yes. About the meeting last month, I just wanted to—" Diana was cut off as Batman leaned back in his chair and spoke.

"There's no need to apologize Diana" Bruce spoke in his ever commanding tone while Wonder Woman folded her arms.

Her gaze hardened, "I wasn't going to apologize. If you had let me finish I was going to that I stand by what I said, you're treating the boy as though he's one of your own and that isn't healthy Bruce. He needs friends and not another Father figure in his life" she huffed at the thought of him predicting her every move.

Batman tightened his jaw, "So it's alright for you to Mother him like he's some brainless child. I'm trying to get him back on his feet and while last month may have been somewhat my fault I only want the best for him" Bruce said his voice growing all the more hostile.

Diana took on an incredulous gaze, "Somewhat? You think it was somewhat your fault? You and your infernal past practically got him killed… again! He's not some other mission you can just take on without anyone else there to stop you, the world doesn't need another you running around when you already have two others in training" she remarked referring to Robin and Batgirl.

Batman stood to his full height towering over the seated Amazonian, "Let me make one thing clear Diana. I do not want him turning into another me, given the large amount of trauma the boy has experienced he needs to be guided. Do you have any idea how easy it could be for someone to sway him away from the right path? When I look at him and Robin I see a scared little boy on the inside calling out for his parents and it… it scares me Diana because that little boy reminds me so much of myself when my entire world shattered around me in a cold dark alley" he finished without his tone ever faltering drawing in a breath of air.

He'd never opened himself up to anybody before and it felt horrible, Bruce felt ashamed of his past and his present but to share something so personal with someone was a nerve wracking experience. The Dark Knight showed no emotion as he felt Diana embrace him, he wasn't completely sure when it happened but his entire body tensed as he drew in the heavenly scent of her hair. He could make out coconut as she rested her head in the crook of his neck but he didn't object or move because truth be told he didn't want to, Bruce didn't hug back but he felt as though he wanted to.

"This isn't even about Peter or Dick or Barbara, so whatever you've come here to say just say it Diana" Bruce commanded his tone cutting through the small cloud of silence like a razor blade.

But before he could retaliate to the warm gesture she drew back and gazed deeply into his narrow white lenses, "I just wish you would divide your time among other things" Diana finished cupping the side of his masked face lightly tracing small scars with her fingers.

Batman stood stock still as he replied, "What would those other things be?" he said leaning in slightly to her touch all the while resisting the urge to lean forward.

Diana noticeably blushed and found herself pressed lightly against his grey armoured chest, while the suit itself was made of a light Kevlar weave she could still feel the physical perfection beneath the bat patterned suit. Her blue orbs flickered up to meet Batman's dead white ones and she felt a small bout of courage swell inside her chest, she moved her fingers up his face to touch the material of his cowl and bit her lip lightly as she began to draw the mask back so she could set her eyes on the man's real face.

Bruce halted her action with a firm grip and brought her hand back down in front of her face, "This isn't the right time" he simply stated smashing any hope Diana had of finally getting him to open up to her.

She wanted to punch him, she wanted to rattle his neck but found the strength to resist and instead breathe in deeply and take a step away from him towards the door.

"I won't be waiting around forever Bruce, when you figure out what you want then come and let me know" Diana said evenly casting one last glance back at Batman before walking out of the Communications Room and leaving him alone with his work.

* * *

New York City—Manhattan

So many memories flashed their way through Peter's head as he swung through the skies of Manhattan, his mind wasn't on the web-swinging itself but he had a spider-sense that took care of that for him. The masked hero glanced around at various stores and areas situated on the city streets and visions of old super-villain fights and bank robberies began playing in his field of vision, the devastation of the Ultimatum Wave quickly found its way into Peter's thoughts and he found himself gritting his teeth with each pull of an organic web-line.

The Boy Wonder found it rather hard to keep up with the red and blue wall-crawler but seemed to be keeping a steady pace as they traversed the concrete jungle that was New York, Dick found his companion's behaviour rather strange as he had just suddenly shut up without any warning. The detective narrowed his eyes behind the domino mask as he noticed Spider-Man glance around the city every now and then as though he had been there before but from what Dick knew of the new Leaguer it was the first time he had been to New York City since he entered the crime fighting scene.

Peter summersaulted from his web-line and kicked off from a nearby building bounding into the air and grabbing a flagpole, he used his momentum to swing himself high into the air and cover about two square blocks in the meantime. He heard Robin's pleas to slow down a little but shrugged them off for the time being as his mind wasn't even on the mission at hand, mental images of team-ups with the X-Men and the Fantastic Four filled his mind but when the image of his family appeared his entire body went slack.

Robin saw Spider-Man just stiffen in mid-air and raised an eyebrow in confusion as he ran along a building's ledge trying to keep up with the surprisingly well free runner, the bird waited patiently as he leapt up from the building and hoisted himself over another ledge still in hot pursuit of Spider-Man. It wasn't until the arachnid man was about twenty feet from the ground when Robin took drastic actions, he sprang from the building's edge diving into the air and freefell to the sprawled out form of Spider-Man.

Thinking quick he whipped his hand around to the back of his utility belt and pulled out a grapnel gun before he even reached Spidey, the Boy Wonder managed to loop an arm around the hero's waist before firing his strong line up to a taller building. The teenage Titan grit his teeth as the man was surprisingly heavy to carry but succeeded in getting him to safety, Dick hoisted his from over the building's ledge before climbing up himself and putting his grapnel gun away for safe keeping.

He watched curiously as Spider-Man seemed to still be awake but totally out of it, "Spider-Man? Can you hear me?" the younger of the two asked as he kneeled down to Peter's level.

Peter suddenly jerked his masked head to the side to face the Boy Wonder, "I—yeah… I'm fine" he muttered before shaking his head and standing with some aid from Robin.

Dick let go of his arm and took a step back, "Do you mind telling me what the hell that was about?" he got straight to the point and placed a green gloved hand in his hip as he waited for an answer.

Peter sighed slightly, "I just got a little light headed. You wouldn't understand" he finished turning to walk away and take off back into the city.

"Try me" Robin's voice cut through him as he really didn't want to explain what was going on with him.

Spidey turned nonetheless and tilted his head slightly, "Okay. Do you ever feel as though everything you worked for in life was just taken away from you? Like somebody just deleted their save file and started over from scratch?" Spider-Man questioned as Robin furrowed his brow.

"You're using a video game analogy as an example?" he asked with a dry hint of sarcasm to his voice.

Peter clicked his tongue, "Just answer the question" he spoke maybe a little too forcefully.

Robin was a little surprised at his attitude but spoke despite it, "No. I can't say that I do" he settled on that answer wracking his brain slightly for anything else in the meantime.

Spider-Man was silent as his cold white lenses stared at Robin for a moment, "Then you wouldn't understand" he muttered once more turning to the city with a little more finality the second time around.

"Does losing your parents count?" the boy's strong voice rang out once again and Peter found himself turning towards Robin.

Peter opened his mouth to speak, "You've… lost your parents?" he questioned his voice squeaking slightly at the end.

Robin held a sad smile, "Yeah I have. And judging from your reaction I'm guessing you have too, it's not easy is it?" he spoke confidently despite the emotion housed in his words.

Spider-Man merely shook his head slightly before he bowed his head, to think he could have been so selfish as to not think about the possibility that someone other than him had experienced horrible things.

_I really need to get my head out of my ass and into the game._

Peter silently thought to himself as Robin approached him, "But I had someone there for me when I needed them. I was young and alone but Batman offered me a guiding hand and I took it without hesitation because I was scared of what I would have done if I hadn't, I got older and trained rigorously to bring my parent's killer to justice. Have you ever felt yourself overwhelmed with the feeling of revenge?" Dick questioned honestly growing braver with each word that fell from his mouth.

Peter grit his teeth as he thought of one of his darkest memories, "Yes" he managed to force out.

"But you didn't follow through with it, did you?" Richard asked as snow began to fall around them.

"No… I did the right thing" Spider-Man said evenly holding his gaze with the Titan.

Dick smiled slightly, "Then that's all that matters. Look, I don't need to know all of the details on what happened to you but I hope that in time we can trust each other enough to talk about it. The important thing is that no matter what happened, you need to remember that you made the right choice" he finished his small speech and waited for Spider-Man to reply.

Peter thought about some of the choices in his life, some weren't always the right ones but the last choice he made was certainly not the case. Even though it ended badly for him his choice saved his friends and family's lives, he did it.

_It's okay. I… I did it._

_Just… just hold on. The ambulance is—_

_Don't you see… it's okay. I did it._

_I couldn't save him._

_Uncle Ben. I couldn't save him… no matter what I did._

_But I saved you… I did it…_

_I… did…_

His own last words rattled through his head as the image of his Aunt May leaning over him holding onto him with every bit of energy she had left, her eyes filled with tears as they seemed to beg him wordlessly to just hang on that little bit longer.

Peter's knees buckled as the memory overwhelmed him and he soon found himself struggling to breathe, Robin was quick to aid him letting the Leaguer lean on his shoulder for support. The Boy Wonder said nothing as the man was clearly distraught about something, the sheer amount of loss he felt was staggering to say the least but Robin kept a cold front up as Spider-Man's rapidly heaving chest seemed to have slowed into steady somewhat even breaths.

"Oh man, why do I have the sudden feeling to eat ice cream?" Peter quipped as he let go of Robin and found his own feet whilst trying to clear his head.

Dick smiled slightly at the joke but decided to get serious, "They'll be time for that later. Right now we need to get to those docks" he spoke approaching the edge of the building they were currently on ready to take off.

Peter soon followed, "Right yeah. Hey, uhh… you won't tell anybody about this… will you?" he inquired scratching the back of his mask covered head embarrassingly.

Robin reached his arm over and patted the elder hero on his red clad shoulder reassuringly, "Wouldn't dream of it" he simply said as he leapt off of the building and back into New York's peaceful snow globe skyline.

Spidey paused for a moment as he stared at the buildings around him, he could make out the shape of probably the most iconic landmark in the city straight away. The Empire State Building stood tall and proud towering over New York and Peter smiled reminiscently as memories of his favourite place to hang out filled his head, of course some buildings were completely different and didn't match a single thing back on his Earth.

He could definitely remember the Roxxon building being somewhere near Grand Central Station but couldn't see any sign of it having even existed, instead a tall modern looking skyscraper stood in its place branded with the words 'Wayne Enterprises'. It suddenly dawned on Peter that it was one of the many branches of the multi-national company owned by Bruce Wayne, or better known to him as the Batman.

Peter brushed the distracting thought out of his head as a shout from Robin quickly made him hurry over the side of the building and get back to what he was doing, the two of them needed to get to the docks as soon as possible and they'd already wasted enough time as it was.

_Oh great, if anything's happened to the Doc I'll never forgive myself. Pick up the pace, Pete._

* * *

Jump City—Downtown

It was early evening on the East side of America as night hadn't quite yet rolled around but that didn't stop trouble from rearing its ugly head, neon green starbolts flew through the air hitting their slow moving target with enough force to make him stumble.

But the electrical nature of the enemy made sure the energy bursts from Starfire had little effect, the static goliath known as Overload turned and fired a beam of electricity back at her narrowly avoiding her by mere inches.

Starfire gulped as she set herself down by her teammates, "He is most difficult to defeat friends. Any suggestions Raven?" the Tamaranean princess questioned as she received a blank look from the empath.

"What makes you think this is my area of expertise?" Raven coolly answered back blocking several beams with a swipe of her hand using her dark energy.

The redheaded alien rolled her bright green eyes and suddenly found herself missing Robin, their leader. He would no doubt have known what to do if he were present but apparently something needed his attention up at the Watchtower, his old mentor had called him drawing him away from the Tower for the night but they could survive one night without their leader… couldn't they?

"Excuse me! Aren't you forgetting there are two super geniuses on this team?" Cyborg cockily questioned blasting at Overload with his arm canon.

Of course he knew it would have little to no effect but it didn't hurt to draw the things attention and keep it occupied while he tried to think of something, plus he still resented the electrical beast for completely totalling his beloved T-Car.

There wasn't much Beast Boy could do given the current situation, his unique powers called for him to get up close and personal with enemies but with an electrical based one he'd of done more damage to himself before inflicting any on Overload.

Garfield danced around a few stray beams trying to stay one step ahead of the stinging energy, "Well?! What are you waiting for?" he called out.

Raven continued the taunt, "Yeah. Work your magic genius" she droned as Victor rolled his eyes dramatically.

"You guys are the dumbest bunch of dumb people I've ever met, you'd think you'd know that water is a pain in the ass for sparky over here" he joked as the beast roared upon hearing the nickname and sent Cyborg spiralling over a car bonnet with a precise steam of electric concentrated to his chest.

"Cyborg!" Kory called out with worry for her teammate.

She attempted to run to his aid but was stopped by Raven, "I've got him. Find some water and dump as much as you can on this thing" she ordered more than said but felt that the situation called for it.

Kory nodded before flying into the air to survey the surrounding city block, "Beast Boy! Try to gain its attention!" she shouted down to a less than willing shape shifter.

The green teen groaned dramatically, "Oh man…" Garfield muttered before hoisting himself up on a nearby car.

"Hey! Yeah you, I'm talking to you ugly! How many giant electrical creatures does it take to screw into a light bulb? None… because you practically are one!" Beast Boy shouted before laughing to himself holding his stomach and wiping an invisible tear from his green eye.

Overload didn't respond but merely stomped on the ground sending white electrical shockwaves through the street, the shockwaves were powerful enough to throw the car through the air with Beast Boy along for the ride. Thinking quick the green Titan morphed himself into a small green bird and managed to fly safely back down to street level, he turned his head to see Starfire making her way over to a small building.

"Whatever you're doing Starfire, do it fast!" he shouted as Kory set herself down by a building's water tower.

The alien warrior steadied her hands as she blasted through the small metal support beams of the water tower with a flurry of starbolts, the result was instantaneous and as the wooden tower came toppling over she pushed with all her might and aimed directly for Overload below.

The tower hit the beast just as he realized what was going on and the water splashed out all over his static form, a chilling screech resembling radio interference rang out as the liquid ate its way through Overload. It wasn't long before there was nothing left of the monster but the small circuit card he carried in his chest, Starfire and Beast Boy quickly grabbed the small card before it could manifest itself once again and brought it over to Raven who trapped it in a small black ball of black energy.

They helped Cyborg up as the electrical attack had fried a few things on his chest but were glad to see that it was easily fixable, the tech expert smiled warily at his teammates and in turn received accomplished nods.

"Not bad for our first night with no leader, huh?" Victor questioned as Kory beamed with pride.

Raven's lips curled into a small congratulatory smirk before they reset themselves and Beast Boy pounded his chest with a smug triumphant grin plastered across his face, "All thanks to the new leader of the Teen Titans!" he exclaimed placing his fists at each of his hips.

Cue sweat drops all around before Raven lightly smacked him upside the head, "I wonder Robin's doing without us?" she questioned to herself more than anyone else but the rest of the team heard her nonetheless and it got them wondering also.

Was the Boy Wonder doing as well without them as they had without him?

* * *

New York City—Brooklyn—East River Docks

Spider-Man and Robin dropped like shadows onto the rooftop of a small warehouse on the docks, they had searched each and every one of them for any sign of unusual activity but so far had come up empty handed in their endeavours. Dick had almost lost his footing several times due to the snow but had been aided by Spider-Man, apparently the weather didn't affect his ability to cling to virtually any surface so that had helped them out. But as the two former vigilantes stared down into one of the warehouses skylights they couldn't help but feel as though they had been played.

Spider-Man was getting the tingles yet but he spoke nonetheless, "You don't think—" he started but was cut off by Dick.

"That this could be a trap? I'm starting to, this is the last derelict building we've checked for around four square blocks. If they're not in here then they'll be long gone, with Doctor Hamilton and all of her research" he spoke calmly despite the frustration waging war inside his head.

Peter voiced his disdain however, "They had better be in here" he simply said not ready to add yet another failure to his already monumentally long list.

Dick pulled a small lock pick from his yellow utility belt and approached the large lock on the skylight but had to rear his green gloved hand back when Spider-Man smashed the glass of the skylight using his fist and dove straight into the abandoned building. Robin gritted his teeth slightly as he followed after his partner for the evening and landed inside the dark warehouse, he turned to see Spider-Man scouring around in the dark by the painfully obvious sight of his wide white lenses.

"We could have still had the element of surprise on our side" Dick simply stated as he too searched the area around them with a steady pace.

Peter narrowed his eyes underneath the lenses as his newly acquired night vision kicked in, "We've already wasted enough time thanks to me. Any more would have just been overkill" he stated as he made out a few stains on the floor of the warehouse.

Spider-Man crouched low and swiped his finger through the small puddle of green formula, he pulled his mask over his jaw with his free hand and stopped upon reaching his nose. Peter then brought the stained finger up to his nose and took a small inhale, his nose twitched slightly afterwards but her turned to Robin who had been watching him the entire time.

"Well…?" the Boy Wonder questioned with folded arms as his companion seemed to hold a lot of knowledge when it came to cross-species genetics.

Peter rose out of his crouch, "They completed the formula. It smells almost exactly identical to the one I've had experience with but… something's not right" he trailed off as Robin fixed him with a confused look.

"What do you mean?" he asked curious to learn more.

Spider-Man's blank lenses suddenly glanced around, "Due to this being spilled all over the floor they clearly left in a hurry but the formula's off. One of the compounds has been changed, it just doesn't smell right. The one I've come into contact with contained the DNA of a lizard but this… this is something else entirely, to be honest I'm a little afraid to find out what" Peter explained remembering his time fighting the Lizard back on his Earth.

Robin drew his gaze down to the floor and thought hard about the situation, his calculative mind trying to sort through each piece of information to find some reason why the League of Shadows would want an experimental wonder drug but he honestly for the life of him couldn't. This was something that would need Batman's consultation if they ever wanted to figure out what was going on.

But as Robin was deep in his version of detective mode a muffled cry interrupted the two hero's conversation and they soon found themselves moving quickly through the warehouse following the sound of the voice. They both came to a door and after it had been kicked open by Spider-Man they entered expecting to be ambushed at any second, instead the sight of a bound and gagged women met their sight and Peter found himself rushing towards her in a split second while Robin had his back with a batarang at the ready in case anything went down.

The woman was tied to a chair and had her mouth covered with a strip of sticky tape, as Peter knelt down beside he noticed her eyes had not been covered in any way. What confused him more was even though he and Robin were in plain sight of her, she wasn't looking at any one of them.

"Doctor Hamilton? It's alright, I'm not gonna hurt you. I'm here to help, now let's remove this. I'm gonna do it slowly but if it hurts just tell me to stop, okay?" Peter said in a friendly soothing tone receiving a frantic nod from the woman.

She turned her head to face him and Peter could tell that she had been crying, what little bit of mascara she had on had smeared itself down her cheeks but that wasn't the only thing he noticed. Her eyes were a somewhat dull grey colour and she may have been looking in his direction but Martha wasn't looking at him directly.

_She's blind…_

The realization dawned on him and he sound found himself angry at the possibility that they could have done it to her but he thought it best to actually let her talk to him before he jumped to conclusions, slowly but surely Peter peeled the strip of tape from her mouth and tore the rope from her body whilst Martha pursed her lips before thanking Spider-Man profusely.

Peter silenced her with a soft hand to the shoulder, "Martha. You mind if I call you Martha? I'm Spider-Man, is it alright if I ask what they did to you?" he inquired resulting in the scientist gulping before nodding her head full of brunette hair.

"They made me make an experimental serum… mixing various traits of human and animal DNA, it was supposed to be used for medicinal purposes and it's not ready yet. I tried to tell them it was still in its testing stages but they wouldn't listen…" Martha trailed off as steady streams of tears poured from her brown eyes.

Spider-Man placed a gloved hand on her own in a comforting manner, "It's okay. You're safe now, we're gonna get you out of here but do you know where they went?" he asked helping her up from the chair letting her lean on him for support.

Unable to form any words through her tears she shook her head before murmuring an apology, Peter cursed under his breath but tried to look on the bright side of things.

"It's alright, the important thing is that you're safe" he told her before his spider-sense set his skull on fire proving his words wrong.

"Move!" Peter shouted as he pushed Doctor Hamilton in the direction of Robin.

The sound of braking glass and a high powered gunshot sounded through the air as the bullet narrowly missed the Doctor's head instead finding its way into Peter's shoulder, the teenager let out a pained yell before he let his spider-sense guide his aim and fired a glob of webbing into the air.

The organic stream of webbing hit its target without missing a beat finding its way into the barrel of a sniper rifle across the street, just as the sniper was about to unleash another shot from the gun the webbing blocked the shot exploding the gun in the process. The small explosion blew the sniper back into a nearby door on the rooftop knocking him out instantly, meanwhile in the warehouse Spidey was too busy nursing his wound as he and Robin ran back the way they came in hopes of escaping alive.

Smoke pellets filled the room and glass smashed all around them as assassins and ninjas appeared through the skylights in similar fashion to how the two heroes had entered the building earlier, they landed with swords and spears and staffs at the ready and Peter found himself standing in front of Robin and Martha in a protective stance.

"My my, hasn't this been an interesting night" a feminine voice teased its way onto the scene as Robin tensed at the sound knowing full well who it was.

The slim quick figure of Cheshire appeared on the scene brandishing her duel samurai swords proudly or all to see and Dick's expression darkened.

"Cheshire" he muttered with disgust as Peter glanced over to him clearly sensing some bad blood between the two of them.

He averted his gaze to his shoulder and kept his palm firmly placed there as it was still openly bleeding, he felt as though he could have dodged that gunshot without any difficulty if it wasn't for the civilian he had to save. Thinking of Martha he turned his head slightly to see her holding onto his arm for dear life, the situation had to be all the more terrifying for her given the fact that she couldn't see a thing.

Robin didn't know why but he felt as though Cheshire was smiling behind that ridiculous porcelain mask of hers, "Robin. A little far from Jump City aren't you handsome? Where are the rest of your play friends or are you finally solo again?" Cheshire said in a low enticing voice trying to gauge something of a reaction out of the Titan leader.

Dick's jaw tightened as he balled his green gloved fists, "Leave my friends out of this Cheshire" he ordered.

The female assassin snorted and swung her swords in her hands, "Where's the fun in that? When I'm through with you there won't be anything left of you for them to find… oh and I'll kill your bug friend and the scientist too" Cheshire threw in casually as Peter sighed.

"Spiders are arachnids" he muttered before Robin looked at him preparing his hand for any quick draw feats he may have had to carry out.

Martha spoke up, "I don't think she cares" she whispered as Spidey shook his head.

"Yeah, thanks Doc" Peter muttered before Cheshire charged at them grinning maniacally behind her already grinning mask.

* * *

**Author's Note:** Oh no, a cliffhanger! I'm terrible, I really am. Don't worry though as all the action will be in the next chapter.

How the heck will Spidey and Robin get out of this one? What important work does Batman have to attend to and why does it involve Peter Parker but not Spider-Man? And why is the League of Shadows so interested in an experimental genetic serum? Stick around and you might find out in the next chapter.


	11. Playing In The Shadows Part III

**Author's Note:** It's been a while since I've given this any attention huh? Well it may come as a surprise but this will be the last chapter to the first part of the story, that's right I do have more planned but right now I'm drawing it to a close before it's gets old real fast. Plus I've got a bunch of other things I'm working on and this is kind of dragging me down.

**Lady Pryde:** I have sensed the theme myself but I put a poll up on my profile with a number of girls and Raven won the poll with Batgirl coming in at a close second. As to why I teamed Robin and Peter up, the two of them like you said are very similar characters and can learn to play off of one another. For what I have planned Peter will be involved with Robin's own personal growth from the Boy Wonder to his own man Nightwing, but that's gonna be for a future story set after this one. Anyway thanks for the kind words.

**Paperman0:** Yeah I was a little bit on the fence about the Batman/Wonder Woman but I figured I could just throw it in there for a little extra, when I do eventually write a follow up to this I will try to expand upon the relationship but Peter and his own personal journey will still be the main focus of the story. Thanks for the review.

**Ryuus2:** Thanks for the compliments, looking back I have to agree that the whole Bruce/Diana thing feels a bit forced. I'll try harder to really explore their unique relationship in the next full instalment of the story. And I've thought about what you said about the Catgirl character and I'm intrigued, I did some research and I think that might be a good way to introduce Catwoman into the story given that the last time she was seen in the DCAU was retired in Paris.

**Brad W:** I think you might be onto something there...

**Jack Grey Logan:** I don't really know if I would do that, the story I'm trying to tell is of Peter's own personal growth and merging the two universes together would just kind of reset that. It's a good idea, really it is but if it's a merged Marvel/DC universe you want then I do have a few other one-shots like that. Thanks for the review anyway.

**Disclaimer:** I do not own Ultimate Spider-Man, Justice League Unlimited or the Teen Titans in any way shape or form. I also don't own any other show I might decide to write into this.

* * *

New York City—Brooklyn—East River Docks

**Playing in the Shadows Part III: Epilogue**

Cheshire came fast and deadly as she swiped each of her swords towards Spider-Man and Robin, while Peter was nursing his wound Dick grabbed a firm hold of Doctor Hamilton and pulled her out of the way of the duel samurais. Peter took the small amount of time to patch up his gunshot wound with a little webbing work, it didn't do as good a job as more conventional methods would have but it would certainly be enough to stop the bleeding for the time being.

While Cheshire's attention was divided between Robin and his precious cargo Peter struck his leg out clipping the assassin's mask, the attack would have flattened her out but the nimble girl managed to feign herself backwards slightly lessening the blow of the kick considerably. Forgetting about Robin and Doctor Hamilton for the time being she twisted her body and slashed at the red and blue hero fast enough to keep him on his toes, Spidey ducked and dodged all the while waiting for the girl to give him an opening that he could act on but it was no use as she was too well guarded.

_I need some kind of advantage, especially when she has a small army of ninjas on her side._

Instead he leaped over Cheshire and forced Robin and Martha back into the area of the warehouse they had just come from before he sealed up the doorway with a stream of webbing, "Go! Get her out of here!" Peter shouted instructing Dick through the thickness of his webbing.

Robin had to pause for a moment and determine where he was, Spider-Man had moved so fast he felt like throwing up right then and there. The Boy Wonder heard his instruction however and furrowed his brow glancing from the webbed up doorway back to the innocent blind scientist who was now no-one else's responsibility but his, cursing as he made up his mind Robin took a firm hold of Martha's hand careful not to hurt her and took off through the warehouse.

"I'm coming back for you!" he shouted as he threw a small compact grenade he plucked from his belt towards the large steel shutter doors blocking him off from the outside world.

The device exploded upon impact and Dick made sure to cover Martha's ears as the explosion would have affected her much more than it would have him, he quickly rushed her out of the building determined to get her to safety.

Spider-Man heard the explosion and turned back towards Cheshire and her company of ninjas, he tilted his head towards the ceiling and focused on the broken skylights the assassins had entered through.

"Now it's just you, me and your talkative group of friends over there" Peter quipped cocking both of his wrists up and pouring on the silk as he sealed up the skylights with his organic webbing.

The large warehouse room was cast into complete darkness and Peter's brown eyes subconsciously switched between his normal sight and his night vision beneath his white lenses, his pupils dilated slightly as he leaped into the air and clung to a nearby wall watching as each ninja searched the large warehouse floor for him.

_Now I can just pick them off one by one, Batman eat your heart out!_

Peter thought to himself with a small grin, before he moved any further though he took a quick glance back to his webbed up wound. Most of the bleeding had stopped but it still stung like a mother, the arachnid began crawling along the walls of the warehouse ready to get the drop on the so called ninjas.

Cheshire scowled beneath her porcelain mask, "Fan out and find him! The sooner we deal with him the sooner we can catch up to the bird" the assassin ordered as her company were already spreading out to find their target.

* * *

Outside the warehouse…

Speaking of birds Robin had led his charge out of the deserted building and behind a large stack of wooden crates, he crouched low behind the cover telling Martha to do the same. Dick peaked his head over the crates after a few minutes and scanned the immediate area, from what he could tell they weren't being followed so Spider-Man must have sealed them in somehow.

Robin visibly sighed, "Looks like we're in the clear for now" he muttered low enough for only the woman by his side to be able to hear him.

Martha listened closely to the boy and replied not quite looking directly at him, "But what about Spider-Man? You're not just going to leave him in there, are you?" she questioned clearly a little panicked by the night's events.

Dick turned his head to look at her brushing his green clad hand through his black hair as he did so, "Of course not. Besides from what I've seen of him the man is very resourceful, he'll be fine. Right now my job is getting you to safety" he told her.

He watched as the brunette bit her lower lip, "But my research—" Martha began but was swiftly cut off by a hand to her shoulder.

"Is back at S.T.A.R Labs safe and sound, you have nothing to worry about" Dick said giving her some form of comfort for the evening.

After a few minutes she nodded and slouched down to the cold concrete floor with her lab coat covered back against one of the crates, Robin merely looked down at the woman and couldn't help but feel more than a little sorry for her. It seemed she had been through quite a lot in a short amount of time, the teenager could see a light bruise begin to show on her cheek and had to turn away for a moment. There was nothing he hated more than somebody assaulting a woman, the fact that Martha was also blind made his blood boil.

"Hey, you're not hurt are you?" her soft voice invaded his thoughts as he turned back to her.

His blue eyes watched her own pale orbs from under his domino mask as she looked up at him, he figured she had managed to place where he was by the sound of his voice. Dick smiled despite the somewhat lousy night he was having and shook his head regardless of whether or not she could see it.

"No, I'm fine. You don't have to worry about a thing, that's my job Doctor Hamilton" Dick stated confidently rubbing his arms as they had grown somewhat cold in the winter air.

Martha frowned, "It's just I'm not just a scientist. I'm qualified to look over any injuries you might've sustained" the woman explained leading Robin to furrow his brow in realization.

"Well your services might be needed, whenever Spider-Man gets out of there I need you to take a look at him. An assassination attempt was made on your life and Spider-Man took the bullet to his shoulder, he's gonna need immediate medical attention" Robin spoke clearly and quickly letting Martha process the information.

She breathed, "Oh my god… is he alright?" the woman questioned visibly worried about the new Leaguer.

Dick patted her back, "He's fine. A little pre-occupied but fine" he said.

Martha nodded hesitantly but turned to the Boy Wonder when an idea hit her, "Shouldn't we call the police?" she questioned as her eyes lay on the place her hearing told her where he was standing.

Robin frowned mentally slapping himself for forgetting as he placed his fingers to his ear activating his communication link, "Already on it" he simply said.

* * *

Meanwhile back in the warehouse…

Spider-Man was having a somewhat difficult time manoeuvring his way through the shadows and picking off each assassin, he either webbed them to a wall or cocooned them in the rafters of the building but either way he was silent and swift. Pretty soon it was just him, Cheshire and another assassin that stayed close to her side at all times. Peter guessed he was either assigned to stay at her side or maybe possessed some sort of relationship with the girl, he wasn't too sure but truthfully he didn't care as he launched himself at the unsuspecting duo.

Despite his enhanced speed the female assassin must have saw him coming as she moved herself out of the way swinging her twin katanas in the meantime with Spidey as her planned target, his spider-sense flared as his muscles moved to avoid the blades. Peter landed on the other side of the two assassins with a frown on his face, Cheshire and her guard somehow knew exactly where he was.

Cheshire smugly grinned behind her mask, "What? You think you're the only one who can see in the dark?" she teased the arachnid as Peter only just noticed the cat eyes on her mask glowing slightly.

Despite the setback he replied, "Well I do eat my carrots" he joked as Cheshire and her guard charged him at the same time.

Spider-Man worked to stay ahead of them and was doing particularly well, each sword swipe the girl made was dodged easily enough but things were made all the more difficult as her and the guard's attacks were co-ordinated. They weren't giving him any openings to exploit and Peter was stuck on defence, he was good with defence as most of his fights called for him to use the tactic but it got stale fast. Peter swiped a leg out in hopes of tripping them up but it was dodged by both of them, he struck out his fist but had to pull it back just as fast each time as there was a huge risk his arm would be cut off if he wasn't careful.

The teenager almost forgot he had his webbing to use and hopped over the two assassins spraying them both in the organic matter, as if on cue the webbing was shredded by sword slash after sword slash. Clearly his old tricks weren't going to work so Peter had to think on the fly for something else in the meantime, throwing stars were sent his way and he maneuvered in mid-air to safety but wasn't given much time to breathe as the guard's knee was thrust straight into his face. Spider-Man managed to block the attack but failed to see a petite stinging kick delivered to his ribs by Cheshire, Peter grit his teeth as he pushed the guard backwards but didn't have any time to press an attack as he bent backwards avoiding a dangerously close horizontal slice.

The acrobatic hero handsprung away landing in a crouch as he mulled over in his head whether it really was such a good idea to send Robin away, he hated ninjas and assassins but a mix of the two really got under his skin. But should he really be having a hard time taking them out? They were just human and he was part spider, even more so with his upgraded abilities. Why was everything so difficult for him?

_Am I even trying?_

And the fact was, he wasn't trying. Peter remembered back to the small brief one-sided fight between him and Black Spider, the guy was an assassin and he made short work out of him so why was Cheshire and her little friend any different?

As the two killers came at him again Peter wagered it was based on skill and experience, the girl must have outranked the spider wannabe in both and she sure as hell out ranked Peter. But in terms of pure speed, power and agility they didn't stand a chance so why was he prolonging the inevitable? And as soon as the question was asked Peter found an answer, his mind had been set on something else for most of the night. He was in New York City, his city.

Peter dodged more swift attacks but truthfully it looked as though they were moving in slow motion, the Leaguer shot out a leg hitting the silent guard in the shin breaking it immediately. Spidey rolled with a katana slice from Cheshire and elbowed her in the face cracking her mask and drawing blood, she grunted as Peter watched her guard drop to the ground in slow motion moaning slightly. The teen was perplexed as Cheshire stumbled backwards as a result of his blow but she was doing it so slowly it surprised Peter.

_Is this me focusing?_

As soon as the girl found her footing she stared at Spider-Man who seemed to be standing still watching her with his head tilted to one side, she could feel parts of her face exposed to the world as a light wind blew across her skin. Cheshire grit her teeth as she once more charged the rookie hero in hopes of tagging him but for some reason it had become all too difficult to hit him, Spider-Man watched as her blades came swinging at him slicing through the air as they did so.

Effortlessly he moved past the swords and grabbed her wrist twisting it in the process, from what little of her face he could see she was definitely in pain. He didn't care though and swept the girl's legs out from underneath her letting her fall to the ground face planting the cold hard warehouse floor, her porcelain mask shattered instantly and Peter was surprised to find a rather attractive girl of Asian descent hidden beneath the manic design.

He moved to pick her up by the front of her green outfit and held her in the air with ease, "What have you done with the serum?" he calmly questioned the girl feeling there wasn't really a reason to beat on her any more than he had done so.

Despite her physical pain she smiled, "Wouldn't you like to know" Cheshire teased the Leaguer and Spider-Man narrowed his brown eyes beneath the blank lenses of his mask.

Peter tightened his grip as he drew her closer to his masked face, "Would you like to have a broken jaw? Believe me I have no qualms about punching a girl as disgusting as you" he threatened but the assassin proved to be resilient.

She smirked, "Nobody's seen my face in a long time" she simply said as Spider-Man rolled his eyes.

"Well yippee for you, you little psycho" Peter said straining himself to sound serious.

Ever so slowly Cheshire drew a free hand up underneath her green robes, "The serum's long gone. Firefly should have gotten the goods out of the country by now" the deadly female spoke as Peter's actual eyes widened behind the fake ones.

_The flying armoury? I can't believe we forgot about him!_

Spider-Man found himself gritting his teeth in frustration, "Doesn't matter. Because I know what's gonna happen when you use it for whatever reason you have planned" Peter said trying to gain at least a little bit of information out of the teenager.

_Okay so the Bat-Clan's really rubbing off on me._

Despite the small bluff Cheshire grinned at him, "What if we want it to happen?" she mysteriously remarked before pulling a small smoke pellet from her belt and squeezing it in her hand.

Peter's spider-sense rang out around his head but despite its warnings the teenager knew he was in no real danger, instead he had closed his eyes and shielded his mouth from the smoke. And as predicted when his eyes opened once more Spider-Man discovered that Cheshire and her little guard were nowhere in sight.

Peter's jaw tightened, "I knew I should have webbed them up" he muttered to himself angrily.

As soon as he made the time to stand still the throbbing pain in his shoulder came back tenfold. Peter's legs almost buckled but he found the strength to stand, the bitter irony of it was that he could have avoided the bullet as well as saved Martha's life easily so why didn't he? His mind was in several different places as he left the warehouse shakily, it was only then that the wailing of police sirens hit his senses. Peter lifted his head up to see several New York Police Department squad cars and ambulances littered outside of the warehouse, he noticed that all of the officers had their guns trained on him and a distant feeling of de javu hit him as he found himself instinctively holding his hands above his head.

"Lower your weapons!" a female voice called out resulting in all officers lowering their firearms and Spider-Man lowering his hands in an embarrassing manner.

The voice belonged to a female police officer and Spider-Man found himself feeling as though he somehow recognized her from somewhere but he couldn't quite put his finger on it, the short black haired woman approached Spider-Man before shaking his hand thoroughly.

She smiled and introduced herself, "It's a pleasure to meet you Spider-Man. I'm police Captain Terri Montoya, we got a call from your partner and came as soon as possible" the woman said looking the hero over who seemed to be shouldering a bullet wound.

"My partner?" Spider-Man muttered as Captain Terri pointed over to Robin who was sat in the back of an ambulance with Doctor Martha Hamilton.

The Captain placed Spidey's arm around her shoulder and helped him over to the ambulance, Dick turned to see Spider-Man stumbling over to him and shook his head with a smirk. Several police officers rushed past the heroes and into the warehouse to apprehend the criminals that were still webbed to various places in the building as Spider-Man set himself down next to Martha, the woman felt the ambulance shift in weight and glanced to her side where Spider-Man was sitting.

Peter saw her looking in his direction, "Don't worry Doctor Hamilton. Spidey's A-Okay, a little hungry and I could do with a nice long nap but otherwise I'm good to go" he joked as he waved off a paramedic's concern for his shoulder.

Robin spoke up, "You look hurt. You need medical attention" he said simply as Spider-Man tiredly glanced to his shoulder.

He nodded, "Yeah I know but I had to web the wound up or I would have run the risk of losing a lot of blood. I have a chemical that can dissolve the webbing back at the Watchtower, that is if it'll have the same effect. I haven't really explored my organic brand fully but it should be fine, then I'll get myself patched up and the doctor's up there can give me a lolly pop for my troubles" he continued to prattle on as Dick shook his head.

"You're worse than Beast Boy" he simply stated prompting a small laugh out of the former vigilante.

He held up his finger, "Correction. Funnier than Beast Boy, that's important" he playfully said but turned to Martha when he heard her grunt in pain.

The woman was being treated by the paramedics on hand and was having several cuts and bruises cleaned up, "You okay Doc?" Spidey questioned in slight concern.

She smiled looking in his general direction, "I'm fine Spider-Man. I'm just glad you and your partner are okay, research seems like a silly thing to risk your life over" Martha commented making Spidey lean over to Robin and nudge his ribs slightly.

Peter smiled beneath the mask, "You hear that 'partner'" he teased gaining a smile from the normally stern faced Titan.

The teen held up his green clad hand, "Let's just not make it a regular thing. All in all I'd say we worked well together despite our different approaches, you're a pretty okay guy Spidey" he complimented as Spider-Man smirked.

"Me? Geez Rob, you really know how to make a guy feel special. But seriously tonight has been one heck of a ride and I just wanna say thanks, if it weren't for you and your advice then things might have played out a lot differently" Peter said holding his hand out.

The Boy Wonder accepted the hand and shook it firmly, "But the guy in the Firefly suit got away" he reminded the red and blue superhero and Spider-Man lowered his head as a result.

He sighed, "Yeah I know. I'm sorry, it's my fault. If we didn't stop to talk we could have gotten there sooner and—" Peter began but was cut off by the smaller hero.

"Don't try to take the blame Spider-Man, you sound like you do it a lot. Yes they have the serum but we managed to keep the research out of their hands and save a life" Dick tried to reassure Peter but the arachnid Leaguer wasn't having any of it.

He shook his head, "But all they need is someone smart enough to reverse engineer the serum and they've got a genetic army right at their fingertips" he theorized and Robin nodded along in agreement.

"True but like Doctor Hamilton said the serum isn't ready, who's to say the effects won't backfire on them. You can't control something unstable" Dick argued and Peter's brown eyes widened beneath the red webbed mask.

He snapped his head towards Martha, "Doctor Hamilton? What animal DNA did you use for the serum?" he questioned but was certain the answer wasn't going to be something good.

Martha stuttered slightly but replied, "Well the original formula required the DNA of a lizard for medicinal purposes. That was the starting point anyway, we haven't explored the possibility of other animals yet. But I tried to tell them the serum wasn't ready, we hadn't even moved past the primate lab so there's no telling what effect it could have on the human body" she continued but Spider-Man had heard all of this before.

Peter covered his face with his hand in despair, "I'll tell you what'll happen. It'll work at first, for example just off of the top of my head say you're missing an arm. You use the lizard DNA to regenerate said limb just like a lizard would if it lost its tail, instant scientific breakthrough. You think 'oh okay well that's just precious, everything must be all hunky dory now'. And then that's when the magic happens, cue instant horrific transformation and you've got a nine foot tall giant lizard roaming around the sewers with a distinct taste for red and blue spiders! So tell me Doc 'cause I gotta know, what animal DNA did you use in place of the lizard strain?" a lengthy explanation finished by Spider-Man as his small rant drew the attention of nearby police officers.

Martha shifted uncomfortably in her seat on account of her grilling by provided by Spider-Man, despite her handicap she could feel the eyes of the superhero bear into her and it didn't feel good.

She timidly glanced in the direction of the wall-crawler, "… scorpion…" she finally muttered as Spider-Man suddenly felt like punching someone in the face… hard.

The red and blue man stormed off away from the ambulance to clear his head and not throw the vehicle into the ocean, meanwhile Robin glanced awkwardly between the doctor and the police captain.

Dick sighed heavily, "Well this can't be good" he uttered in a defeated tone.

* * *

Earth's Orbit—the Watchtower

Peter and Dick had been lectured by the Dark Knight for well over an hour, he covered things from what they did wrong to what they could have done better and the whole session had left Peter feeling a little down despite his happy-go-lucky nature. He used to make mistakes all of the time back on his Earth but he always managed to be proud of the things he did right rather than what he did wrong, but Batman was a perfectionist and wouldn't stop pushing until everything was spot on right down to every detail.

While Dick had returned to Jump City after a private word with the Dark Knight, Peter had decided to retire to his own room for the evening having nothing better to do.

Spider-Man walked through the corridors of the Watchtower ignoring other superheroes that happened to pass him by, it didn't really matter as he had no idea who many of them were. That was something the Batman had advised him to study as well as the rogues of the Earth, so much work and so little time to deal with it all.

Peter placed his hand by the side of the door and waited as it recognized his fingerprints, after having confirmed that he was Spider-Man the door slid open but when his skull lit up like a Christmas tree Peter arched his body backwards avoiding several paint filled water balloons. They splattered onto the opposite wall of the corridor and as Spidey rose back to his full height he was surprised to see the Flash waiting in his room with a noticeable frown on his face, Peter's brown furrowed.

"How long have you been here?" he questioned as Wally came moping out of the room.

The speedster surveyed the spot his balloons had hit and shook his head in disappointment, "A couple of seconds. I snuck in as soon as the door opened and set up my stuff, Fastest Man Alive remember" he teased throwing a smile Peter's way despite his prank not hitting its initial target.

Spider-Man nodded silently and entered his room ignoring the giant slingshot set up behind his door, the Flash followed noticing his dark mood and shut the door behind him. Peter span his desk chair around and took a seat while Wally opted to stand, he folded his scarlet arms over is chest and raised an eyebrow behind his mask.

"What's going on buddy? You haven't said a word for like twenty seconds, you're not dying are you?" Wally joked throwing him a smirk.

Peter's blank white lenses looked up at him for a moment before Wally only just heard what he had said, "Oh man! I'm sorry, I didn't mean it like that. I was just—" thankfully Peter cut him off with a wave of the hand.

He shook his mask covered head, "It's fine. I know what you meant, I'm just feeling a little overwhelmed" Spidey answered and Flash pressed on.

He didn't fully understand what he meant, "Like how? You feeling home sick? Because I got a cure for that, crappy movie marathons! Works every time" Wally said and Peter chuckled slightly.

He shook his head once more, "That doesn't sound so bad right now but I can't. I've got a bunch of work to do, courtesy of Mister pointy ears himself" the fatigue was clear in his voice and Flash nodded in understanding.

"He's just trying to help you out Pete, do what's best for you. We all want you to feel comfortable and well I'd start feeling like crap if I were in the same position given recent events, you'll get the hang of it. And if you don't wanna watch some movies, how about we prank a couple of stiffs on the Tower? Between my speed and creativity and your brains and special sense, we'll be unstoppable" he offered in good fun and grinned when he got a solid laugh in reply.

Peter stood, "You're starting to sound like a super villain dude. It's actually pretty scary" he said walking towards the door to his room.

Wally stopped him, "So what do you say?" he said holding his hand out for the taking.

Spider-Man grasped it, "I say put her there partner" he responded and the two left Peter's room with hidden smirks on their faces.

* * *

Twenty minutes later…

The Man of Steel himself was walking through one of the many corridors having just returned from a short trip to Metropolis to run a few errands, he hadn't been gone for long and wagered that nothing huge happened while he was absent from the Watchtower but the growing feeling that something bad had taken place continued to bite at the nape of his neck.

The feeling was confirmed when Clark felt himself be spun around by a strong hand, however he was certainly not prepared to be staring at a completely naked Wonder Woman. Well she was covered by a long towel resting over her torso so it wasn't like she was showing everything off, Clark blushed immediately but Diana looked irritated.

Her brow was furrowed, "Where are they?" she questioned and Clark had no idea what she meant.

He stumbled slightly, "I—I'm sorry?" he croaked out and Diana rolled her eyes.

"All of our clothes including our undergarments have been stolen from the women's locker room, so I want to know where they are" she explained and Superman found himself at a loss for words.

He attempted to reply, "Diana. What would make you think that I had anything to do with that?" he inquired and the Amazonian whipped out a small white piece of paper and shoved it in his face.

"Because I found this taped to my locker, care to explain?" the look on her face made Superman gulp as he read the not out loud for the woman.

Diana ignored the leering eyes of the male heroes that passed them in the corridors as she listened to Superman relay the note back to her, "Hey Diana. I was feeling naughty so I decided to help myself to your clothes and underwear, I took everyone else's too so they wouldn't feel left out. After I stole them I had no idea what to do with them so I just threw them out into space, no hard feelings. By the way I snuck a peak while you were showering and damn girl, you are built like a goddess. Oh by the way this is Superman, the Man of Steel if you know what I mean *wink*" Clark finished with a confused expression.

But it seemed Diana still believed that he was the culprit, "You can't possibly believe this. I would never do something like this Diana, this isn't even my handwriting. I'm being set up" Clark said just as Diana pressed her finger against his chest.

"I don't want to hear it Clark, I just thought you were better than this" she muttered storming off in the opposite direction leaving a bewildered Superman.

He threw his arms up, "You can't be serious! I'm gonna kill him when I find him" he exclaimed knowing full well who had set him up.

Superman stomped off away from the scene muttering things to himself that are better left unsaid, as soon as he was gone a door slid open in the same corridor the conversation took place and the Flash and Spider-Man stepped out of the room with tow handfuls each of women's clothing. They glanced around checking that the coast was clear and then ran off in the opposite direction to where Superman had left.

* * *

Ten minutes later…

An utterly confused Green Arrow back peddled out of his room on the Watchtower when a pile of women's clothing came spewing out, he glanced around the corridor in a slight panic and not wanting to get caught with a bunch of women's clothing that had just appeared out of nowhere he began trying to shovel them back into his room.

After a couple of seconds he felt a tap on his shoulder and turned around to face the extremely pissed off form of Wonder Woman accompanied by a large number of female superheroes, he stuttered and almost wet himself as he tried to explain but no words came to mind.

Diana spoke ensuring he didn't have to, "So you stole our clothes and blamed Superman. I should have guessed" she said prompting a wave of nods from the women behind her.

Around the corner looking on at the scene were the obscure faces of the Flash and Spider-Man, Wally's ever growing grin was clear to all and Peter tried not to keel over with laughter.

* * *

An hour later…

Peter had been called to the Meeting Room once again by the Batman and having split up from Wally for the time being he entered through the door and took a seat by the detective, Bruce looked over to him and slid over a pile of files to him.

Spider-Man glanced down and looked them over, "Science… Math… English… uhh Bruce? What's all this?" he asked.

Bruce stared back over at him, "They're to help you study. Take extra care with all of them, they won't necessarily be the same as they were back on your Earth. History and Geography should be the biggest difference" he finished as Peter shook his head in confusion.

"So… what? I'm going back to school? It's been a while, I'm not sure I remember even half the stuff I learned" he voiced his worries and Bruce shook his head.

"Not to worry, you're going on a kind of study leave. You'll be taking some time away from the League to catch up on your learning, I've already arranged for you to take your GED's at Gotham Academy. You'll be taking them with Robin and Batgirl sometime after the holidays, you've missed out on certain parts of your life Peter and this is the best way to get them back. Robin's already agreed to take you in at Titans Tower, this way you can study and spend time around people closer to your own age" the Dark Knight finished and Peter breathed an exasperated sigh.

He stood up and rubbed the back of his neck, "You've thought of everything huh? I guess I shouldn't be surprised" he said as Batman mimicked his actions and held out his hand.

He spoke up once more, "You won't see me until after the holidays and then you'll be welcomed back to the League" Bruce said as Spider-Man shook his hand firmly.

"But what about Wally and the others? Won't they wonder where've I gone?" Peter inquired receiving a shake of the head from Bruce.

He explained, "They've already been informed of your leap of absence. Wally would only distract you as we've already seen today" he finished with a small smirk as Peter laughed slightly.

"You saw that huh?" Spidey asked as Batman nodded.

The detective placed his hand on Peter's shoulder before he spoke, "You'll do fine Peter. Good luck" he said before he turned to leave the Meeting Room leaving the teenager alone to look over his study files.

* * *

The next morning…

Peter hadn't gotten much sleep, mostly because he was still thinking about just what had gone wrong in his life to make it end up so terrible. The answer came as soon as he had asked the question, the spider bite. That monumental day when fate decided to screw him over, sometimes he thought that God was laughing at him. He guessed he had some weird sense of humour, Peter didn't understand it.

He looked up from his seat on his bed and stared into his mirror, his mask was off and his hear was messy. He had dark patched under his eyes and he felt like crap, had anything really changed? The teenager didn't know, he still wasn't over the whole dying thing. And he still hadn't forgot about losing his family and friends or about the possibility of never being able to go back, it was at times like these that he just felt so lost and alone.

Batman was right, he needed to take some time away from Spider-Man and learn to pick up the pieces of his life as Peter Parker. It wasn't quite the start he was thinking of but his education was important, he just felt that someone up there must have cut him some slack to bless him with such caring and amazing new friends. They would never replace the old ones, there was no doubt about that but they reminded him of some of them.

Wally reminded him of Johnny, just a riot to be around. Bruce kind of reminded him of Nick Fury only the Dark Knight actually felt like he was helping and not hindering the boy, Shayera felt like a big sister. Making sure he was okay all the while teasing him about the tiniest of things, they all felt like some big mismatched super family. Kind of like his old family, the superhero boarding house.

A smile fond it's way on Peter's lips as he pulled his mask over his head, "Yo Spidey! You in there?" a knock came at the door and the boy smile inwardly.

They would help him get past this, they would help him heal and when the time came they would help grow and shape into the man he wants to be.

Peter called back, "Yeah. Just a sec" he shouted grabbing the bag he had packed for his trip to Jump City.

It may not have been ideal but it was all he had, his life had never been an easy one but it was his life to call his own. Taking one last look at himself in the mirror Spider-Man moved towards the door and opened it revealing the bright figure of the Flash, Wally smiled as the two greeted one another.

"You ready?" he asked the red and blue superhero.

Peter responded with a strong confident and knowing smile, "As ready as I'll ever be" he said as he walked off down one of the many corridors of the Watchtower fully prepared to brave whatever may come his way for he had been given a brand new lease on life and he intended to live to it's fullest.

* * *

**Author's Note:** And we're done. But please if you think that it all ended kind of abruptly and it did, and that I've left a bunch of things unanswered like the absence of a lot of major DC villains and Firefly getting away with the serum for some unknown reason then stay calm. If you'll notice Spidey's going to Jump City for some study time away from the League, as well as preparing for his GED's he's going to build a stronger relationship with the team of teenagers and be a better person for it.

Robin still has that unknown piece of alien technology on him at all times in his utility belt, and things just may get a little crazy when Spider-Man comes to stay. As for why the League of Shadows want an experimental gene splicing formula, let's just say to spread a lot of chaos in he name of R'as Al Ghul. I'm planning to continue this with a Spider-Man/Teen Titans crossover taking place right where this leaves off and then after I'm done with that it will continue in the form of a Spider-Man/Justice League crossover.

I'll give you a few hints for the next instalment of this on going story:

Spider-Man must learn to work with a team of superheroes around his own age as well as study for an important test.

The unknown piece of alien tech lights up every now and then when no-one seems to be looking.

It's an all out war as Spider-Man and the Teen Titans finally figure out just where the biggest villains of Earth have been all this time.

The fallout from the war leaves Spider-Man changed and with a brand new suit, but are these changes for the better or will they end up destroying the man behind the mask.

All of this and more when Spider-Man returns along with the Teen Titans in a New Lease on Life! Again this is all planned but I have no idea when I will actually get around to writing it so I'll start whenever I manage to finish some of my other projects.

Thanks for all of the support on this story over the months, it's been fantastic. You're all amazing and I would just like to thank all of those that read, reviewed and faved as well as followed. Thank you so much.


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